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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

			X						Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
									For the quarterly period ended June 30, 2025
									Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 1-15731

EVEREST GROUP, LTD.

(Exact name of registrant as specified in its charter)

Bermuda						98-0365432
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Seon Place – 4th Floor 141 Front Street PO Box HM 845 Hamilton Bermuda						HM 19
(Address of principal executive offices)						(Zip Code)

441-295-0006

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Class

Trading Symbol

Name of Exchange where Registered

Common Shares, $0.01 par value

EG

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

X

No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

X

No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

X

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

No

X

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

Number of Shares Outstanding at July 25, 2025

Common Shares, $0.01 par value

41,943,291

            

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EVEREST GROUP, LTD.

Table of Contents

Form 10-Q

						Page
			PART I
			FINANCIAL INFORMATION
Item 1.			Financial Statements
			Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024			1
			Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024 (unaudited)			2
			Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2025 and 2024 (unaudited)			3
			Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited)			4
			Notes to Consolidated Interim Financial Statements (unaudited)			5
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			32
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			51
Item 4.			Controls and Procedures			51
			PART II
			OTHER INFORMATION
Item 1.			Legal Proceedings			52
Item 1A.			Risk Factors			52
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			52
Item 3.			Defaults Upon Senior Securities			52
Item 4.			Mine Safety Disclosures			52
Item 5.			Other Information			52
Item 6.			Exhibits			53

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Safe Harbor Disclosure.

This report contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the federal securities laws. In some cases, these statements can be identified by the use of forward-looking words such as “may”, “will”, “should”, “could”, “anticipate”, “estimate”, “expect”, “plan”, “believe”, “predict”, “potential” and “intend”. Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Actual events or results may differ materially from those expressed in forward-looking statements. Important factors that could cause actual events or results to be materially different from our forward-looking statements are discussed in our filings with the U.S. Securities and Exchange Commission (the “SEC”) including, but not limited to, those described under the caption “Item 1A - Risk Factors” in our most recent Annual Report on Form 10-K (the “Form 10-K filing”). These include:

•the effects of catastrophic events on our financial results;

•losses from catastrophe exposure that exceed our projections;

•insufficient reserves for losses and loss adjustment expenses (“LAE”) due to the impact of social inflation or other factors;

•greater-than-expected loss ratios on business written by us and adverse development on claim and/or claim expense liabilities related to business written by our insurance and reinsurance subsidiaries;

•our failure to accurately assess underwriting risk and establish adequate premium rates;

•decreases in pricing for property and casualty reinsurance and insurance;

•our inability or failure to purchase adequate reinsurance;

•our ability to maintain our financial strength ratings;

•the failure of our insureds, intermediaries and reinsurers to satisfy their obligations to us;

•decline in our investment values and investment income due to exposure to financial markets conditions;

•the failure to maintain enough cash to meet near-term financial obligations;

•our ability to pay dividends, interest and principal, which is dependent on our ability to receive dividends, loan payments and other funds from subsidiaries in our holding company structure;

•reduced net income and capital levels due to foreign currency exchange losses;

•our sensitivity to unanticipated levels of inflation;

•the effects of measures taken by domestic or foreign governments on our business, including but not limited to the impact of tariffs imposed or threatened by the U.S. or foreign governments;

•our ability to retain our key executive officers and to attract or retain the executives and employees necessary to manage our business;

•the effect of cybersecurity risks, including technology breaches or failure, and regulatory and legislative developments related to cybersecurity on our business;

•our dependence on brokers and agents for business development;

•material variation of analytical models used in decision making from actual results;

•the effects of business continuation risk on our operations;

•the effect on our business of the highly competitive nature of our industry, including the effects of new entrants to, competing products for and consolidation in the (re)insurance industry;

•an anti-takeover effect caused by insurance laws and provisions in the bye-laws of Group (as defined in Part I below);

•the difficulty investors in Group may have in protecting their interests compared to investors in a U.S. corporation;

•our failure to comply with insurance laws and regulations and other regulatory challenges;

•the ability of Bermuda Re (as defined in Part I below) to obtain licenses or admittance in additional jurisdictions to develop its business;

•the ability of Bermuda Re to arrange for security to back its reinsurance impacting its ability to write reinsurance;

•changes in international and U.S. tax laws;

•the effect on Group and/or Bermuda Re should it/they become subject to taxes in jurisdictions where not currently subject to taxation; and

•the ability of subsidiary entities to pay dividends.

We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I.    FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

EVEREST GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

			June 30,						December 31,
(In millions of U.S. dollars, except par value per share)			2025						2024
			(unaudited)
ASSETS:
Fixed maturities - available for sale, at fair value			$	33,464					$	28,908
(amortized cost: 2025, $33,791; 2024, $29,934, credit allowances: 2025, $(40); 2024, $(36))
Fixed maturities - held to maturity, at amortized cost
(fair value: 2025, $657; 2024, $759, net of credit allowances: 2025, $(7); 2024, $(8))			651						757
Equity securities, at fair value			177						217
Other invested assets			5,602						5,392
Short-term investments			2,503						4,707
Cash			1,902						1,549
Total investments and cash			44,300						41,531
Accrued investment income			430						368
Premiums receivable (net of credit allowances: 2025, $(62); 2024, $(54))			6,301						5,378
Reinsurance paid loss recoverables (net of credit allowances: 2025, $(44); 2024, $(41))			296						207
Reinsurance unpaid loss recoverables			3,209						2,915
Funds held by reinsureds			1,291						1,218
Deferred acquisition costs			1,576						1,461
Prepaid reinsurance premiums			941						869
Income tax asset, net			946						1,223
Other assets (net of credit allowances: 2025, $(9); 2024, $(9))			1,230						1,171
TOTAL ASSETS			$	60,519					$	56,341
LIABILITIES:
Reserve for losses and loss adjustment expenses			$	32,476					$	29,889
Unearned premium reserve			7,643						7,324
Funds held under reinsurance treaties			15						27
Amounts due to reinsurers			918						701
Losses in course of payment			262						241
Senior notes			2,351						2,350
Long-term notes			218						218
Borrowings from FHLB			1,019						1,019
Accrued interest on debt and borrowings			22						22
Unsettled securities payable			45						84
Other liabilities			532						590
Total liabilities			45,500						42,466
Commitments and contingencies (Note 11)
SHAREHOLDERS' EQUITY:
Preferred shares, par value: $0.01; 50.0 shares authorized; no shares issued and outstanding			—						—
Common shares, par value: $0.01; 200.0 shares authorized; (2025) 74.4 and (2024) 74.3
outstanding before treasury shares			1						1
Additional paid-in capital			3,818						3,812
Accumulated other comprehensive income (loss), net of deferred income tax expense (benefit)
of $(53) at 2025 and $(177) at 2024			(321)						(1,138)
Treasury shares, at cost; 32.5 shares (2025) and 31.3 shares (2024)			(4,508)						(4,108)
Retained earnings			16,030						15,309
Total shareholders' equity			15,019						13,875
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$	60,519					$	56,341

The accompanying notes are an integral part of the consolidated financial statements.

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EVEREST GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

			Three Months Ended June 30,												Six Months Ended June 30,
(In millions of U.S. dollars, except per share amounts)			2025						2024						2025						2024
			(unaudited)												(unaudited)
REVENUES:
Premiums earned			$	3,991					$	3,693					$	7,843					$	7,345
Net investment income			532						528						1,023						985
Net gains (losses) on investments			(5)						(17)						(12)						(24)
Other income (expense)			(27)						23						(100)						54
Total revenues			4,491						4,227						8,754						8,360
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses			2,472						2,311						5,366						4,548
Commission, brokerage, taxes and fees			880						790						1,704						1,571
Other underwriting expenses			254						234						492						458
Corporate expenses			31						22						52						44
Interest, fees and bond issue cost amortization expense			38						37						76						75
Total claims and expenses			3,676						3,395						7,690						6,696
INCOME (LOSS) BEFORE TAXES			815						832						1,064						1,664
Income tax expense (benefit)			135						108						173						207
NET INCOME (LOSS)			$	680					$	724					$	890					$	1,457
Other comprehensive income (loss), net of tax:
Unrealized appreciation (depreciation) ("URA(D)") of securities arising during the period			301						(70)						585						(227)
Reclassification adjustment for realized losses (gains) included in net income (loss)			7						9						12						14
Total URA(D) of securities arising during the period			308						(60)						597						(213)
Foreign currency translation and other adjustments			164						—						228						(38)
Reclassification adjustment for amortization of net (gain) loss included in net income (loss)			(8)						24						(8)						25
Total benefit plan net gain (loss) for the period			(8)						24						(8)						25
Total other comprehensive income (loss), net of tax			465						(36)						817						(227)
COMPREHENSIVE INCOME (LOSS)			$	1,145					$	688					$	1,707					$	1,230
EARNINGS PER COMMON SHARE:
Basic			$	16.10					$	16.70					$	20.93					$	33.57
Diluted			16.10						16.70						20.93						33.57

The accompanying notes are an integral part of the consolidated financial statements.

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EVEREST GROUP, LTD.

CONSOLIDATED STATEMENTS OF

CHANGES IN SHAREHOLDERS’ EQUITY

			Three Months Ended June 30,												Six Months Ended June 30,
(In millions of U.S. dollars, except dividends per share amounts)			2025						2024						2025						2024
			(unaudited)												(unaudited)
COMMON SHARES (shares outstanding):
Balance beginning of period			42.5						43.5						43.0						43.4
Issued (redeemed) during the period, net			—						—						0.1						0.2
Treasury shares acquired			(0.6)						(0.2)						(1.2)						(0.3)
Balance end of period			41.9						43.3						41.9						43.3
COMMON SHARES (par value):
Balance beginning of period			$	1					$	1					$	1					$	1
Issued during the period, net			—						—						—						—
Balance end of period			1						1						1						1
ADDITIONAL PAID-IN CAPITAL:
Balance beginning of period			3,799						3,768						3,812						3,773
Share-based compensation plans			19						17						6						12
Balance end of period			3,818						3,785						3,818						3,785
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF DEFERRED INCOME TAXES:
Balance beginning of period			(786)						(1,125)						(1,138)						(934)
Net increase (decrease) during the period			465						(36)						817						(227)
Balance end of period			(321)						(1,160)						(321)						(1,160)
RETAINED EARNINGS:
Balance beginning of period			15,434						14,927						15,309						14,270
Net income (loss)			680						724						890						1,457
Dividends declared ($2.00 per share in 2Q 2025 and $4.00 per share YTD in 2025;
$2.00 per share in 2Q 2024 and $3.75 per share YTD in 2024)			(84)						(86)						(169)						(163)
Balance, end of period			16,030						15,565						16,030						15,565
TREASURY SHARES AT COST:
Balance beginning of period			(4,308)						(3,943)						(4,108)						(3,908)
Purchase of treasury shares			(200)						(65)						(400)						(100)
Balance end of period			(4,508)						(4,008)						(4,508)						(4,008)
TOTAL SHAREHOLDERS' EQUITY, END OF PERIOD			$	15,019					$	14,182					$	15,019					$	14,182

The accompanying notes are an integral part of the consolidated financial statements.

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EVEREST GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Six Months Ended June 30,
(In millions of U.S. dollars)			2025						2024
			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)			$	890					$	1,457
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease (increase) in premiums receivable			(662)						(685)
Decrease (increase) in funds held by reinsureds, net			(79)						(66)
Decrease (increase) in reinsurance recoverables			199						(236)
Decrease (increase) in income taxes			152						4
Decrease (increase) in prepaid reinsurance premiums			85						(130)
Increase (decrease) in reserve for losses and loss adjustment expenses			1,688						1,388
Increase (decrease) in unearned premiums			63						744
Increase (decrease) in amounts due to reinsurers			12						258
Increase (decrease) in losses in course of payment			12						122
Change in equity adjustments in limited partnerships			(140)						(177)
Distribution of limited partnership income			74						60
Change in other assets and liabilities, net			(249)						(292)
Non-cash compensation expense			26						33
Amortization of bond premium (accrual of bond discount)			(78)						(65)
Net (gains) losses on investments			12						24
Net cash provided by (used in) operating activities			2,007						2,439
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called/repaid - available for sale			2,129						1,707
Proceeds from fixed maturities sold - available for sale			280						1,085
Proceeds from fixed maturities matured/called/repaid - held to maturity			105						109
Proceeds from fixed maturities sold - held to maturity			10						—
Proceeds from equity securities sold			54						15
Distributions from other invested assets			223						209
Cost of fixed maturities acquired - available for sale			(5,767)						(4,475)
Cost of fixed maturities acquired - held to maturity			(4)						(36)
Cost of equity securities acquired			(2)						(35)
Cost of other invested assets acquired			(303)						(314)
Net change in short-term investments			2,299						(299)
Net change in unsettled securities transactions			(38)						18
Net cash provided by (used in) investing activities			(1,014)						(2,016)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common shares issued (redeemed) during the period for share-based compensation, net of expense			(19)						(21)
Purchase of treasury shares			(400)						(100)
Dividends paid to shareholders			(169)						(163)
Cost of shares withheld on settlements of share-based compensation awards			(20)						(21)
Net cash provided by (used in) financing activities			(608)						(305)
EFFECT OF EXCHANGE RATE CHANGES ON CASH			(32)						14
Net increase (decrease) in cash			352						133
Cash, beginning of period			1,549						1,437
Cash, end of period			$	1,902					$	1,570
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid (recovered)			$	16					$	203
Interest paid			75						74
NON-CASH TRANSACTIONS:
Non-cash limited partnership distribution			$	—					$	23
Non-cash restructure of fixed maturity securities - available for sale and other invested assets			39						—

The accompanying notes are an integral part of the consolidated financial statements.

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NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2025 and 2024

1.GENERAL

Everest Group, Ltd. (“Group”), a Bermuda company, through its subsidiaries, principally provides reinsurance and insurance in the U.S., Bermuda and other international markets. As used in this document, “Company” and “Everest” mean Group and its subsidiaries.

Unless noted otherwise, all tabular dollar amounts are in millions of United States (“U.S.”) dollars (“U.S. dollars” or “$”). Some amounts may not reconcile due to rounding.

2.BASIS OF PRESENTATION

The unaudited consolidated financial statements of the Company as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024 include all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair statement of the results on an interim basis. Certain financial information, which is normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), has been omitted since it is not required for interim reporting purposes. The December 31, 2024 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The results for the three and six months ended June 30, 2025 and 2024 are not necessarily indicative of the results for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2024, 2023 and 2022, included in the Company’s most recent Form 10-K filing.

The Company consolidates the results of operations and financial position of all voting interest entities ("VOE") in which the Company has a controlling financial interest and all variable interest entities ("VIE") in which the Company is considered to be the primary beneficiary. The consolidation assessment, including the determination as to whether an entity qualifies as a VIE or VOE, depends on the facts and circumstances surrounding each entity.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Ultimate actual results could differ, possibly materially, from those estimates.

All intercompany accounts and transactions have been eliminated.

Adoption of New Accounting Standards

The Company did not adopt any new accounting standards that had a material impact during the three and six months ended June 30, 2025.

Future Adoption of Recently Issued Accounting Standards

The Company assessed the adoption impacts of recently issued accounting standards that are effective after 2025 by the Financial Accounting Standards Board (“FASB”) on the Company’s consolidated financial statements. Additionally, the Company assessed whether there have been material updates to previously issued accounting standards that are effective after 2025. There were no accounting standards identified, other than those directly referenced below, that are expected to have a material impact to Group.

Improvements to Income Tax Disclosures. In December 2023, the FASB issued Accounting Standard Update No. 2023-09, which requires expanded income tax disclosures, including the disaggregation of existing disclosures related to the tax rate reconciliation and income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. Prospective application is required, with retrospective application permitted. The Company is currently evaluating the effect the updated guidance will have on the Company's financial statement disclosures.

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued Accounting Standard Update No. 2024-03, which requires additional disclosure about specific expense categories included in the income statement. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods

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beginning after December 15, 2027. Prospective application is required, with retrospective application permitted. The Company is currently evaluating the effect the updated guidance will have on the Company's financial statement disclosures.

3.INVESTMENTS

The tables below present the amortized cost, allowance for credit losses, gross unrealized appreciation/(depreciation) (“URA(D)”) and fair value of fixed maturity securities - available for sale for the periods indicated:

			At June 30, 2025
(Dollars in millions)			Amortized Cost						Allowance for Credit Losses						Unrealized Appreciation						Unrealized Depreciation						Fair Value
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations			$	688					$	—					$	3					$	(29)					662
Obligations of U.S. states and political subdivisions			57						—						—						(7)						50
Corporate securities			9,628						(39)						169						(254)						9,504
Asset-backed securities			5,390						—						21						(30)						5,380
Mortgage-backed securities
Agency commercial			208						—						3						(2)						210
Non-agency commercial			950						—						3						(45)						908
Agency residential			5,695						—						40						(216)						5,519
Non-agency residential			1,459						—						25						(3)						1,480
Foreign government securities			2,382						—						44						(102)						2,325
Foreign corporate securities			7,334						—						275						(182)						7,426
Total fixed maturity securities - available for sale			$	33,791					$	(40)					$	583					$	(870)					$	33,464

(Some amounts may not reconcile due to rounding.)

			At December 31, 2024
(Dollars in millions)			Amortized Cost						Allowance for Credit Losses						Unrealized Appreciation						Unrealized Depreciation						Fair Value
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations			$	688					$	—					$	5					$	(24)					$	669
Obligations of U.S. states and political subdivisions			75						—						—						(5)						70
Corporate securities			7,288						(35)						57						(299)						7,010
Asset-backed securities			5,994						—						28						(39)						5,982
Mortgage-backed securities
Commercial			965						—						1						(66)						900
Agency residential			5,205						—						13						(287)						4,931
Non-agency residential			1,291						—						9						(11)						1,289
Foreign government securities			2,330						—						13						(147)						2,196
Foreign corporate securities			6,099						—						42						(279)						5,861
Total fixed maturity securities - available for sale			$	29,934					$	(36)					$	167					$	(1,157)					$	28,908

(Some amounts may not reconcile due to rounding.)

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The following tables show amortized cost, allowance for credit losses, gross URA(D) and fair value of fixed maturity securities - held to maturity for the periods indicated:

			At June 30, 2025
(Dollars in millions)			Amortized Cost						Allowance for Credit Losses						Unrealized Appreciation						Unrealized Depreciation						Fair Value
Fixed maturity securities - held to maturity
Corporate securities			$	168					$	(2)					$	5					$	(2)					$	169
Asset-backed securities			404						(4)						5						(7)						398
Mortgage-backed securities
Commercial			7						—						—						—						7
Foreign corporate securities			79						(1)						5						—						83
Total fixed maturity securities - held to maturity			$	658					(7)						$	15					$	(10)					$	657

(Some amounts may not reconcile due to rounding.)

			At December 31, 2024
(Dollars in millions)			Amortized Cost						Allowance for Credit Losses						Unrealized Appreciation						Unrealized Depreciation						Fair Value
Fixed maturity securities - held to maturity
Corporate securities			$	177					$	(2)					$	5					$	(4)					$	175
Asset-backed securities			484						(4)						5						(8)						477
Mortgage-backed securities
Commercial			21						—						—						—						21
Foreign corporate securities			84						(1)						4						—						86
Total fixed maturity securities - held to maturity			$	765					$	(8)					$	14					$	(12)					$	759

(Some amounts may not reconcile due to rounding.)

The amortized cost and fair value of fixed maturity securities - available for sale are shown in the following table by contractual maturity. As the stated maturity of such securities may not be indicative of actual maturities, the totals for mortgage-backed and asset-backed securities are shown separately.

			At June 30, 2025												At December 31, 2024
(Dollars in millions)			Amortized Cost						Fair Value						Amortized Cost						Fair Value
Fixed maturity securities – available for sale
Due in one year or less			$	1,244					$	1,212					$	1,116					$	1,080
Due after one year through five years			11,075						11,100						8,774						8,480
Due after five years through ten years			6,055						6,034						4,764						4,523
Due after ten years			1,715						1,621						1,826						1,723
Asset-backed securities			5,390						5,380						5,994						5,982
Mortgage-backed securities
Agency commercial			208						210						—						—
Non-agency commercial			950						908						965						900
Agency residential			5,695						5,519						5,205						4,931
Non-agency residential			1,459						1,480						1,291						1,289
Total fixed maturity securities - available for sale			$	33,791					$	33,464					$	29,934					$	28,908

(Some amounts may not reconcile due to rounding.)

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The amortized cost and fair value of fixed maturity securities - held to maturity are shown in the following table by contractual maturity. As the stated maturity of such securities may not be indicative of actual maturities, the totals for mortgage-backed and asset-backed securities are shown separately.

			At June 30, 2025												At December 31, 2024
(Dollars in millions)			Amortized Cost						Fair Value						Amortized Cost						Fair Value
Fixed maturity securities – held to maturity
Due in one year or less			$	5					$	5					$	7					$	7
Due after one year through five years			89						89						67						67
Due after five years through ten years			4						4						37						35
Due after ten years			149						154						150						152
Asset-backed securities			404						398						484						477
Mortgage-backed securities
Commercial			7						7						21						21
Total fixed maturity securities - held to maturity			$	658					$	657					$	765					$	759

(Some amounts may not reconcile due to rounding.)

The changes in net URA(D) for the Company’s investments are as follows:

			Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)			2025						2024						2025						2024
Increase (decrease) during the period between the fair value and cost of
investments carried at fair value, and deferred taxes thereon:
Fixed maturity securities - available for sale, held to maturity and short-term investments			$	360					$	(90)					$	707					$	(276)
Equity method investments			—						—						—						—
Change in URA(D), pre-tax			360						(90)						707						(276)
Deferred tax benefit (expense)			(52)						30						(111)						63
Change in URA(D), net of deferred taxes, included in shareholders’ equity			$	308					$	(60)					$	597					$	(213)

(Some amounts may not reconcile due to rounding.)

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The tables below display the aggregate fair value and gross unrealized depreciation of fixed maturity securities - available for sale by security type and contractual maturity, in each case subdivided according to length of time that the individual securities had been in a continuous unrealized loss position for the periods indicated:

			Duration of Unrealized Loss at June 30, 2025 by Security Type
			Less than 12 months												Greater than 12 months												Total
(Dollars in millions)			Fair Value						Gross Unrealized Depreciation						Fair Value						Gross Unrealized Depreciation						Fair Value						Gross Unrealized Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations			$	156					$	(8)					$	328					$	(21)					$	485					$	(29)
Obligations of U.S. states and political subdivisions			10						(1)						37						(6)						47						(7)
Corporate securities			1,795						(67)						2,016						(183)						3,811						(249)
Asset-backed securities			843						(22)						235						(8)						1,078						(30)
Mortgage-backed securities
Agency commercial			18						—						18						(2)						35						(2)
Non-agency commercial			40						(2)						761						(43)						801						(45)
Agency residential			1,419						(55)						1,326						(161)						2,744						(216)
Non-agency residential			223						(3)						6						—						229						(3)
Foreign government securities			478						(15)						767						(87)						1,244						(102)
Foreign corporate securities			877						(29)						1,706						(153)						2,584						(182)
Total			$	5,858					$	(201)					$	7,200					$	(664)					$	13,059					$	(865)
Securities where an allowance for credit loss was recorded			36						(5)						16						—						52						(5)
Total fixed maturity securities - available for sale			$	5,895					$	(205)					$	7,216					$	(664)					$	13,110					$	(870)

(Some amounts may not reconcile due to rounding.)

			Duration of Unrealized Loss at June 30, 2025 by Maturity
			Less than 12 months												Greater than 12 months												Total
(Dollars in millions)			Fair Value						Gross Unrealized Depreciation						Fair Value						Gross Unrealized Depreciation						Fair Value						Gross Unrealized Depreciation
Fixed maturity securities - available for sale
Due in one year or less			$	216					$	(11)					$	557					$	(25)					$	772					$	(36)
Due in one year through five years			1,843						(61)						2,695						(199)						4,538						(260)
Due in five years through ten years			771						(16)						1,105						(152)						1,876						(169)
Due after ten years			487						(30)						498						(74)						985						(104)
Asset-backed securities			843						(22)						235						(8)						1,078						(30)
Mortgage-backed securities			1,699						(60)						2,111						(206)						3,809						(266)
Total			$	5,858					$	(201)					$	7,200					$	(664)					$	13,059					$	(865)
Securities where an allowance for credit loss was recorded			36						(5)						16						—						52						(5)
Total fixed maturity securities - available for sale			$	5,895					$	(205)					$	7,216					$	(664)					$	13,110					$	(870)

(Some amounts may not reconcile due to rounding.)

The aggregate fair value and gross unrealized losses related to fixed maturity securities - available for sale in an unrealized loss position at June 30, 2025 were $13.1 billion and $870 million, respectively. The fair value of securities for the single issuer (the U.S. government), whose securities comprised the largest unrealized loss position at June 30, 2025, amounted to less than 1.4% of the overall fair value of the Company’s fixed maturity securities - available for sale. The fair value of the securities for the issuer with the second largest unrealized loss position at June 30, 2025 comprised less than 0.3% of the Company’s fixed maturity securities available for sale. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $205 million of unrealized losses related to fixed maturity securities - available for sale that have been in an unrealized loss position for less than one year were generally comprised of domestic and foreign corporate securities, agency residential mortgage-backed securities, asset-backed securities and foreign government securities. Of these unrealized losses, $180 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. The $664 million of unrealized losses related to fixed maturity securities - available for sale in an unrealized loss position for more than one year related

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primarily to domestic and foreign corporate securities, agency residential and non-agency commercial mortgage-backed securities and foreign government securities. Of these unrealized losses, $653 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations. The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments. Based upon the Company’s current evaluation of securities in an unrealized loss position as of June 30, 2025, the unrealized losses are due to changes in interest rates and non-issuer-specific credit spreads and are not credit-related. In addition, the contractual terms of these securities do not permit these securities to be settled at a price less than their amortized cost.

The tables below display the aggregate fair value and gross unrealized depreciation of fixed maturity securities - available for sale by security type and contractual maturity, in each case subdivided according to length of time that individual securities had been in a continuous unrealized loss position for the periods indicated:

			Duration of Unrealized Loss at December 31, 2024 by Security Type
			Less than 12 months												Greater than 12 months												Total
(Dollars in millions)			Fair Value						Gross Unrealized Depreciation						Fair Value						Gross Unrealized Depreciation						Fair Value						Gross Unrealized Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations			$	80					$	(1)					$	398					$	(23)					$	478					$	(24)
Obligations of U.S. states and political subdivisions			9						—						40						(5)						48						(5)
Corporate securities			2,744						(76)						2,132						(221)						4,876						(297)
Asset-backed securities			958						(20)						537						(19)						1,495						(39)
Mortgage-backed securities
Commercial			53						(3)						757						(63)						810						(66)
Agency residential			2,754						(115)						1,226						(172)						3,980						(287)
Non-agency residential			654						(11)						25						—						678						(11)
Foreign government securities			851						(35)						828						(112)						1,679						(147)
Foreign corporate securities			2,484						(61)						1,785						(218)						4,269						(279)
Total			$	10,587					$	(323)					$	7,728					$	(833)					$	18,315					$	(1,156)
Securities where an allowance for credit loss was recorded			17						(1)						—						—						17						(1)
Total fixed maturity securities - available for sale			$	10,604					$	(324)					$	7,728					$	(833)					$	18,332					$	(1,157)

(Some amounts may not reconcile due to rounding.)

			Duration of Unrealized Loss at December 31, 2024 by Maturity
			Less than 12 months												Greater than 12 months												Total
(Dollars in millions)			Fair Value						Gross Unrealized Depreciation						Fair Value						Gross Unrealized Depreciation						Fair Value						Gross Unrealized Depreciation
Fixed maturity securities - available for sale
Due in one year or less			$	138					$	(5)					$	544					$	(34)					$	682					$	(39)
Due in one year through five years			3,503						(87)						2,770						(249)						6,273						(335)
Due in five years through ten years			1,850						(50)						1,382						(220)						3,232						(271)
Due after ten years			677						(32)						487						(76)						1,164						(107)
Asset-backed securities			958						(20)						537						(19)						1,495						(39)
Mortgage-backed securities			3,461						(129)						2,008						(235)						5,469						(364)
Total			$	10,587					$	(323)					$	7,728					$	(833)					$	18,315					$	(1,156)
Securities where an allowance for credit loss was recorded			17						(1)						—						—						17						(1)
Total fixed maturity securities - available for sale			$	10,604					$	(324)					$	7,728					$	(833)					$	18,332					$	(1,157)

(Some amounts may not reconcile due to rounding.)

The aggregate fair value and gross unrealized losses related to fixed maturity securities - available for sale in an unrealized loss position at December 31, 2024 were $18.3 billion and $1.2 billion, respectively. The fair value of securities for the single issuer (the U.S. government), whose securities comprised the largest unrealized loss position at

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December 31, 2024, amounted to less than 1.6% of the overall fair value of the Company’s fixed maturity securities - available for sale. The fair value of the securities for the issuer with the second largest unrealized loss comprised less than 0.9% of the Company’s fixed maturity securities - available for sale. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $324 million of unrealized losses related to fixed maturity securities - available for sale that have been in an unrealized loss position for less than one year were generally comprised of domestic and foreign corporate securities, asset-backed securities, agency residential mortgage-backed securities and foreign government securities. Of these unrealized losses, $319 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. The $833 million of unrealized losses related to fixed maturity securities - available for sale in an unrealized loss position for more than one year related primarily to domestic and foreign corporate securities, agency residential mortgage-backed securities and foreign government securities. Of these unrealized losses, $810 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations. The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments.

The components of net investment income are presented in the table below for the periods indicated:

			Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)			2025						2024						2025						2024
Fixed maturities			$	396					$	369					$	782					$	721
Equity securities			1						1						2						2
Short-term investments and cash			33						43						82						81
Other invested assets
Limited partnerships			88						94						113						148
Other			22						30						52						50
Gross investment income before adjustments			541						537						1,031						1,001
Funds held interest income (expense)			2						9						14						15
Future policy benefit reserve income (expense)			—						—						—						—
Gross investment income			543						545						1,045						1,016
Investment expenses			11						18						22						31
Net investment income			$	532					$	528					$	1,023					$	985

(Some amounts may not reconcile due to rounding.)

The Company records results from limited partnership investments on the equity method of accounting with changes in value reported through net investment income. The net investment income from limited partnerships is dependent upon the Company’s share of the net asset values (“NAVs”) of interests underlying each limited partnership. Due to the timing of receiving financial information from these partnerships, the results are generally reported on a one month or quarter lag. If the Company determines there has been a significant decline in value of a limited partnership during this lag period, a loss will be recorded in the period in which the Company identifies the decline.

The Company had contractual commitments to invest up to an additional $3.0 billion in limited partnerships and private placement loan securities at June 30, 2025. These commitments will be funded when called in accordance with the partnership and loan agreements, which have investment periods that expire, unless extended, through 2035.

In 2022, the Company entered into corporate-owned life insurance (“COLI”) policies, which are invested in debt and equity securities. The COLI policies are carried within other invested assets at the policy cash surrender value of $1.8 billion and $1.7 billion as of June 30, 2025 and December 31, 2024, respectively.

Variable Interest Entities

The Company is engaged with various special purpose entities and other entities that are deemed to be VIEs, primarily as an investor through normal investment activities but also as an investment manager. A VIE is an entity that either has investors that lack certain essential characteristics of a controlling financial interest, such as simple majority kick-out rights, or lacks sufficient funds to finance its own activities without financial support provided by other entities. The Company performs ongoing qualitative assessments of its VIEs to determine whether the Company has a controlling financial interest in the VIE and therefore is the primary beneficiary. The Company is deemed to have a controlling financial interest when it has both the ability to direct the activities that most significantly impact the economic

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performance of the VIE and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Based on the Company’s assessment, if it determines it is the primary beneficiary, the Company consolidates the VIE in the Company’s consolidated financial statements. As of June 30, 2025 and December 31, 2024, the Company did not hold any securities for which it is the primary beneficiary.

The Company, through normal investment activities, makes passive investments in general and limited partnerships and other alternative investments. For these non-consolidated VIEs, the Company has determined it is not the primary beneficiary as it has no ability to direct activities that could significantly affect the economic performance of the investments. The Company’s maximum exposure to loss as of June 30, 2025 and December 31, 2024 is limited to the total carrying value of $3.8 billion and $3.6 billion, respectively, which are included in general and limited partnerships.

As of June 30, 2025, the Company has outstanding commitments totaling $1.9 billion whereby the Company is committed to fund these investments and may be called by the partnership during the commitment period to fund the purchase of new investments and partnership expenses. These investments are generally of a passive nature in that the Company does not take an active role in management.

In addition, the Company makes passive investments in structured securities issued by VIEs for which the Company is not the manager. These investments are included in asset-backed securities, which includes collateralized loan obligations, and are classified as fixed maturities, available for sale. The Company has not provided financial or other support with respect to these investments other than its original investment. For these investments, the Company determined it is not the primary beneficiary due to the relative size of the Company’s investment in comparison to the principal amount of the structured securities issued by the VIEs, credit subordination that reduces the Company’s obligation to absorb losses or right to receive benefits or the Company’s inability to direct the activities that most significantly impact the economic performance of the VIEs. The Company’s maximum exposure to loss on these investments is limited to the amount of the Company’s investment.

The components of net gains (losses) on investments are presented in the table below for the periods indicated:

			Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)			2025						2024						2025						2024
Fixed maturity securities
Allowance for credit losses			$	(2)					$	4					$	(2)					$	6
Net realized gains (losses) from dispositions			(8)						(15)						(12)						(22)
Equity securities, fair value
Net realized gains (losses) from dispositions			—						—						(1)						1
Gains (losses) from fair value adjustments			5						(5)						3						(8)
Other invested assets			—						(1)						—						(1)
Total net gains (losses) on investments			$	(5)					$	(17)					$	(12)					$	(24)

(Some amounts may not reconcile due to rounding.)

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The following tables provide a roll forward of the Company’s beginning and ending balance of allowance for credit losses for the periods indicated:

			Roll Forward of Allowance for Credit Losses - Fixed Maturities - Available for Sale
			Three Months Ended June 30, 2025																		Six Months Ended June 30, 2025
(Dollars in millions)			Corporate Securities																		Foreign Corporate Securities						Total						Corporate Securities																		Foreign Corporate Securities						Total
Beginning balance			$	(36)																	$	—					$	(37)					$	(35)																	$	—					$	(36)
Credit losses on securities where credit
losses were not previously recorded			(3)																		—						(3)						(4)																		—						(4)
Increases in allowance on previously
impaired securities			—																		—						—						—																		—						—
Decreases in allowance on previously
impaired securities			—																		—						—						—																		—						—
Reduction in allowance due to disposals			—																		—						—						—																		—						—
Balance, end of period			$	(39)																	$	—					$	(40)					$	(39)																	$	—					$	(40)

(Some amounts may not reconcile due to rounding.)

			Roll Forward of Allowance for Credit Losses - Fixed Maturities - Available for Sale
			Three Months Ended June 30, 2024																		Six Months Ended June 30, 2024
(Dollars in millions)			Corporate Securities												Foreign Corporate Securities						Total						Corporate Securities												Foreign Corporate Securities						Total
Beginning balance			$	(45)											$	—					$	(46)					$	(47)											$	(1)					$	(48)
Credit losses on securities where credit
losses were not previously recorded			—												—						—						—												—						—
Increases in allowance on previously
impaired securities			—												—						—						—												—						—
Decreases in allowance on previously
impaired securities			—												—						—						—												—						—
Reduction in allowance due to disposals			3												—						4						5												1						6
Balance, end of period			$	(42)											$	—					$	(42)					$	(42)											$	—					$	(42)

(Some amounts may not reconcile due to rounding.)

			Roll Forward of Allowance for Credit Losses - Fixed Maturities - Held to Maturity
			Three Months Ended June 30, 2025																								Six Months Ended June 30, 2025
(Dollars in millions)			Corporate Securities						Asset-Backed Securities						Foreign Corporate Securities						Total						Corporate Securities						Asset-Backed Securities						Foreign Corporate Securities						Total
Beginning balance			$	(2)					$	(4)					$	(1)					$	(8)					$	(2)					$	(4)					$	(1)					$	(8)
Credit losses on securities where credit
losses were not previously recorded			—						—						—						—						—						—						—						—
Increases in allowance on previously
impaired securities			—						—						—						—						—						—						—						—
Decreases in allowance on previously
impaired securities			—						—						—						—						—						—						—						—
Reduction in allowance due to disposals			—						—						1						1						—						1						1						1
Balance, end of period			$	(2)					$	(4)					$	(1)					$	(7)					$	(2)					$	(4)					$	(1)					$	(7)

(Some amounts may not reconcile due to rounding.)

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			Roll Forward of Allowance for Credit Losses - Fixed Maturities - Held to Maturity
			Three Months Ended June 30, 2024																								Six Months Ended June 30, 2024
(Dollars in millions)			Corporate Securities						Asset-Backed Securities						Foreign Corporate Securities						Total						Corporate Securities						Asset-Backed Securities						Foreign Corporate Securities						Total
Beginning balance			$	(2)					$	(5)					$	(1)					(9)						$	(2)					$	(5)					$	(1)					$	(8)
Credit losses on securities where credit
losses were not previously recorded			—						—						—						—						—						—						(1)						(1)
Increases in allowance on previously
impaired securities			—						—						—						—						—						—						—						—
Decreases in allowance on previously
impaired securities			—						—						—						—						—						—						—						—
Reduction in allowance due to disposals			—						—						—						—						—						1						—						1
Balance, end of period			(2)						(5)						$	(1)					$	(8)					$	(2)					$	(5)					$	(1)					$	(8)

(Some amounts may not reconcile due to rounding.)

The proceeds and split between gross gains and losses from sales of fixed maturity securities - available for sale, fixed maturity securities - held to maturity and equity securities are presented in the table below for the periods indicated:

			Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)			2025						2024						2025						2024
Proceeds from sales of fixed maturity securities - available for sale			$	153					$	678					$	280					$	1,085
Gross gains from sales			5						16						10						26
Gross losses from sales			(13)						(30)						(22)						(48)
Proceeds from sales of fixed maturity securities - held to maturity			$	—					$	—					$	10					$	—
Gross gains from sales			—						—						—						—
Gross losses from sales			—						—						(1)						—
Proceeds from sales of equity securities			$	5					$	15					$	54					$	15
Gross gains from sales			—						1						—						2
Gross losses from sales			—						—						(1)						—

(Some amounts may not reconcile due to rounding.)

During the six months ended June 30, 2025, the Company sold fixed maturity securities - held to maturity with a net carrying amount of $11 million, which had realized losses of $1 million as part of the sale. The Company's decision to sell was due to significant credit deterioration of the issuer of the securities.

4.FAIR VALUE

GAAP guidance regarding fair value measurements addresses how companies should measure fair value when they are required to use fair value measures for recognition or disclosure purposes under GAAP and provides a common definition of fair value to be used throughout GAAP. It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly fashion between market participants at the measurement date. In addition, it establishes a three-level valuation hierarchy for the disclosure of fair value measurements. The valuation hierarchy is based on the transparency of inputs to the valuation of an asset or liability. The level in the hierarchy within which a given fair value measurement falls is determined based on the lowest level input that is significant to the measurement, with Level 1 being the highest priority and Level 3 being the lowest priority.

The levels in the hierarchy are defined as follows:

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Level 1:			Inputs to the valuation methodology are observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in an active market;
Level 2:			Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;
Level 3:			Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s fixed maturity and equity securities are managed both internally and on an external basis by independent, professional investment managers using portfolio guidelines approved by the Company. The Company obtains prices from nationally recognized pricing services. These services seek to utilize market data and observations in their evaluation process. These services use pricing applications that vary by asset class and incorporate available market information. When fixed maturity securities do not trade on a daily basis, the services will apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. In addition, they use model processes, such as the Option Adjusted Spread model to develop prepayment and interest rate scenarios for securities that have prepayment features.

The Company does not make any changes to prices received from the pricing services. In addition, the Company has procedures in place to review the reasonableness of the prices from the service providers and may request verification of the prices. The Company also continually performs quantitative and qualitative analysis of prices, including but not limited to initial and ongoing review of pricing methodologies, review of prices obtained from pricing services and third party investment asset managers, review of pricing statistics and trends and comparison of prices for certain securities with a secondary price source for reasonableness. No material variances were noted during these price validation procedures. In limited situations, where financial markets are inactive or illiquid, the Company may use its own assumptions about future cash flows and risk-adjusted discount rates to determine fair value.

At June 30, 2025 and December 31, 2024, $2.3 billion and $2.2 billion, respectively, of fixed maturities were fair valued using unobservable inputs. The majority of these fixed maturities were valued by investment managers’ valuation committees and many of these fair values were substantiated by valuations from independent third parties. The Company has procedures in place to evaluate these independent third party valuations.

Equity securities denominated in U.S. currency with quoted prices in active markets for identical assets are categorized as Level 1, since the quoted prices are directly observable. Equity securities traded on foreign exchanges are categorized as Level 2 due to the added input of a foreign exchange conversion rate to determine fair value. The Company uses foreign currency exchange rates published by nationally recognized sources.

Fixed maturity securities listed in the tables have been categorized as Level 2, since a particular security may not have traded but the pricing services are able to use valuation models with observable market inputs such as interest rate yield curves and prices for similar fixed maturity securities in terms of issuer, maturity and seniority. For foreign government securities and foreign corporate securities, the fair values are provided by the third party pricing services in local currencies, and where applicable, are converted to U.S. dollars using currency exchange rates from nationally recognized sources.

In addition, some of the fixed maturities with fair values categorized as Level 3 result when prices are not available from the nationally recognized pricing services, are obtained from investment managers and are derived using unobservable inputs. The Company will value the securities with unobservable inputs using comparable market information or receive fair values from investment managers. The investment managers may obtain non-binding price quotes for the securities from brokers. The single broker quotes are provided by market makers or broker-dealers who are recognized as market participants in the markets in which they are providing the quotes. The prices received from brokers are reviewed for reasonableness by the third party asset managers and the Company. If the broker quotes are for foreign denominated securities, the quotes are converted to U.S. dollars using currency exchange rates from nationally recognized sources.

The composition and valuation inputs for the presented fixed maturities categories Level 1 and Level 2 are as follows:

•U.S. Treasury securities and obligations of U.S. government agencies and corporations are primarily comprised of U.S. Treasury bonds, and the fair value is based on observable market inputs such as quoted prices, reported trades, quoted prices for similar issuances or benchmark yields;

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•Obligations of U.S. states and political subdivisions are comprised of state and municipal bond issuances, and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;

•Corporate securities are primarily comprised of U.S. corporate and public utility bond issuances, and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;

•Asset-backed and mortgage-backed securities fair values are based on observable inputs such as quoted prices, reported trades, quoted prices for similar issuances or benchmark yields and cash flow models using observable inputs such as prepayment speeds, collateral performance and default spreads;

•Foreign government securities are comprised of global non-U.S. sovereign bond issuances, and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities and models with observable inputs such as benchmark yields and credit spreads and then, where applicable, are converted to U.S. dollars using an exchange rate from a nationally recognized source; and

•Foreign corporate securities are comprised of global non-U.S. corporate bond issuances, and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities and models with observable inputs such as benchmark yields and credit spreads and then, where applicable, are converted to U.S. dollars using an exchange rate from a nationally recognized source.

The following tables present the fair value measurement levels for all assets and liabilities, which the Company has recorded at fair value as of the periods indicated:

									Fair Value Measurement Using
			June 30, 2025						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
(Dollars in millions)
Assets:
Fixed maturities - available for sale
U.S. Treasury securities and obligations of U.S. government
agencies and corporations			$	662					$	—					$	662					$	—
Obligations of U.S. States and political subdivisions			50						—						50						—
Corporate securities			9,504						—						9,068						436
Asset-backed securities			5,380						—						3,518						1,862
Mortgage-backed securities
Agency commercial			210						—						210						—
Non-agency commercial			908						—						908						—
Agency residential			5,519						—						5,519						—
Non-agency residential			1,480						—						1,480						—
Foreign government securities			2,325						—						2,325						—
Foreign corporate securities			7,426						—						7,413						14
Total fixed maturities - available for sale			33,464						—						31,153						2,312
Equity securities, fair value			177						83						90						5

(Some amounts may not reconcile due to rounding.)

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									Fair Value Measurement Using
			December 31, 2024						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
(Dollars in millions)
Assets:
Fixed maturities - available for sale
U.S. Treasury securities and obligations of U.S. government
agencies and corporations			$	669					$	—					$	669					$	—
Obligations of U.S. States and political subdivisions			70						—						70						—
Corporate securities			7,010						—						6,492						518
Asset-backed securities			5,982						—						4,325						1,657
Mortgage-backed securities
Commercial			900						—						900						—
Agency residential			4,931						—						4,931						—
Non-agency residential			1,289						—						1,289						—
Foreign government securities			2,196						—						2,196						—
Foreign corporate securities			5,861						—						5,847						14
Total fixed maturities - available for sale			28,908						—						26,719						2,189
Equity securities, fair value			217						79						133						5

(Some amounts may not reconcile due to rounding.)

The following tables present the activity under Level 3, fair value measurements using significant unobservable inputs for fixed maturities - available for sale, for the periods indicated:

			Total Fixed Maturities - Available for Sale
			Three Months Ended June 30, 2025																								Six Months Ended June 30, 2025
(Dollars in millions)			Corporate Securities						Asset-Backed Securities												Foreign Corporate						Total						Corporate Securities						Asset-Backed Securities												Foreign Corporate						Total
Beginning balance of fixed maturities			$	468					$	1,752											$	14					$	2,234					$	518					$	1,657											$	14					$	2,189
Total gains or (losses) (realized/unrealized)
Included in earnings			(1)						—												—						(1)						(1)						—												—						(1)
Included in other comprehensive income (loss)			(8)						(3)												—						(12)						(15)						(2)												—						(17)
Purchases, issuances and settlements			(22)						114												—						91						(67)						207												—						140
Transfers in/(out) of Level 3 and reclassification of
securities in/(out) of investment categories			—						—												—						—						—						—												—						—
Ending balance of fixed maturities			$	436					$	1,862											$	14					$	2,312					$	436					$	1,862											$	14					$	2,312
The amount of total gains or losses for the period
included in earnings (or changes in net assets)
attributable to the change in unrealized gains
or losses relating to assets still held at
the reporting date			$	(2)					$	—											$	—					$	(2)					$	(2)					$	—											$	—					$	(2)

(Some amounts may not reconcile due to rounding.)

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			Total Fixed Maturities - Available for Sale
			Three Months Ended June 30, 2024																								Six Months Ended June 30, 2024
(Dollars in millions)			Corporate Securities						Asset-Backed Securities												Foreign Corporate						Total						Corporate Securities						Asset-Backed Securities												Foreign Corporate						Total
Beginning balance of fixed maturities			$	620					$	1,340											$	16					$	1,976					$	672					$	1,305											$	16					$	1,993
Total gains or (losses) (realized/unrealized)
Included in earnings			5						—												—						5						6						—												—						6
Included in other comprehensive income (loss)			(1)						3												—						2						(1)						10												—						9
Purchases, issuances and settlements			(35)						99												(2)						62						(88)						126												(2)						37
Transfers in/(out) of Level 3 and reclassification of
securities in/(out) of investment categories			—						—												—						—						—						—												—						—
Ending balance of fixed maturities			$	589					$	1,442											$	14					$	2,045					$	589					$	1,442											$	14					$	2,045
The amount of total gains or losses for the period
included in earnings (or changes in net assets)
attributable to the change in unrealized gains
or losses relating to assets still held at
the reporting date			$	3					$	—											$	—					$	3					$	4					$	—											$	—					$	4

(Some amounts may not reconcile due to rounding.)

There were no transfers of assets in/(out) of Level 3 for the three and six months ended June 30, 2025.

Financial Instruments Disclosed, But Not Reported, at Fair Value

Certain financial instruments disclosed, but not reported, at fair value are excluded from the fair value hierarchy tables above. Fair values and valuation hierarchy of fixed maturity securities – held to maturity, senior notes and long-term subordinated notes can be found within Notes 3, 8 and 9 of the Notes to these consolidated financial statements, respectively. Short-term investments are stated at cost, which approximates fair value.

Exempt from Fair Value Disclosure Requirements

Certain financial instruments are exempt from the requirements for fair value disclosure, such as limited partnerships accounted for under the equity method and pension and other postretirement obligations. The Company’s investments in COLI policies are recorded at their cash surrender value and are therefore not required to be included in the tables above. See Note 3 of the Notes to these consolidated financial statements for details of investments in COLI policies.

In addition, $251 million and $239 million of investments within other invested assets on the consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively, are not included within the fair value hierarchy tables, as the assets are measured at NAV as a practical expedient to determine fair value.

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5.RESERVE FOR LOSSES AND LAE

The following table provides a roll forward of the Company’s beginning and ending reserve for losses and LAE and is summarized for the periods indicated:

			Six Months Ended June 30,
			2025						2024
(Dollars in millions)
Gross reserves beginning of period			$	29,889					$	24,604
Less reinsurance recoverables on unpaid losses			(2,915)						(2,098)
Net reserves beginning of period			26,975						22,506
Incurred related to:
Current year			5,307						4,548
Prior years			59						—
Total incurred losses and LAE			5,366						4,548
Paid related to:
Current year			621						1,068
Prior years			3,107						2,145
Total paid losses and LAE			3,728						3,213
Foreign exchange/translation adjustment			655						(139)
Net reserves end of period			29,267						23,702
Plus reinsurance recoverables on unpaid losses			3,209						2,151
Gross reserves end of period			$	32,476					$	25,853

(Some amounts may not reconcile due to rounding.)

Current year incurred losses were $5.3 billion and $4.5 billion for the six months ended June 30, 2025 and 2024, respectively. Gross and net reserves increased for the six months ended June 30, 2025, reflecting an increase in underlying exposure due to earned premium growth, year over year, amounting to approximately $441 million of current year attritional losses in 2025 compared to 2024, which includes $83 million of losses from the Washington D.C. aviation accident, as well as an increase of $318 million in 2025 current year catastrophe losses.

The net unfavorable development on prior year reserves of $59 million was primarily related to aviation losses associated with the Russia/Ukraine war of $98 million, partially offset by net favorable prior year development of $39 million, driven by the release of reserves from prior underwriting years for the property line of business. The net unfavorable prior year loss development was recorded in the Reinsurance segment.

In the second quarter of 2025, the United Kingdom’s High Court concluded that that the confiscation of certain aircraft was covered under the war provision within certain reinsurance contracts. As a result of the court’s decision, the Company increased its net ultimate loss reserve for contracts that were exposed to the war in the Ukraine by $98 million ($84 million net of reinstatement premiums).

6.SEGMENT REPORTING

The Company conducts business through two reportable segments: Reinsurance and Insurance. The Reinsurance operation writes worldwide property and casualty reinsurance and specialty lines of business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies. Business is written in the U.S., Bermuda and Ireland offices, as well as through branches in Canada, Singapore, the United Kingdom (“U.K.”) and Switzerland. The Insurance operation writes property and casualty insurance directly and through brokers, including for surplus lines, and general agents within the U.S., Bermuda, Canada, Europe, Singapore and South America through its offices in the U.S., Bermuda, Canada, Chile, Colombia, Mexico, Singapore, the U.K., Ireland, and branches located in Australia, the U.K., the Netherlands, France, Germany, Italy and Spain. The two reportable segments are managed independently, but conform with corporate guidelines with respect to pricing, risk management, control of aggregate catastrophe exposures, capital, investments and support operations.

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Our two reportable segments each have executive leaders who are responsible for the overall performance of their respective segments and who are directly accountable to our chief operating decision maker (“CODM”), the Chief Executive Officer of Everest Group, Ltd., who is ultimately responsible for reviewing the business to assess performance, make operating decisions and allocate resources. We report the results of our operations consistent with the manner in which our CODM reviews the business.

During the fourth quarter of 2024, the Company revised its classification and presentation of certain run-off business, previously included within the Reinsurance and Insurance reportable segments, as part of a new segment called "Other". The new Other segment includes the results of our sports and leisure business sold in October 2024, consisting of policies written prior to the sale and polices renewed and certain new business written on the Company’s paper post-sale. It also includes run-off asbestos and environmental (“A&E”) exposures, certain discontinued insurance programs primarily written prior to 2012 and certain discontinued insurance and reinsurance coverage classes. The Other segment does not generally sell insurance or reinsurance products but is responsible for the management of existing policies and settlement of related losses. These segment presentation changes have been reflected retrospectively. The Company will continue to have two reportable segments that actively sell products, Reinsurance and Insurance, consistent with how the on-going business is managed.

The Company does not review and evaluate the financial results of its segments based upon balance sheet data. Management generally monitors and evaluates the financial performance of these segments based upon their underwriting results. Underwriting results include earned premium less losses and LAE incurred, commission and brokerage expenses and other underwriting expenses. The Company measures its underwriting results using ratios, in particular, loss, commission and brokerage and other underwriting expense ratios, which, respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned. Management has determined that these measures are appropriate and align with how the business is managed. We continue to evaluate our segments as our business evolves and may further refine our segments and financial performance measures.

The following tables present segment underwriting results for the periods indicated:

			Three Months Ended June 30, 2025																								Six Months Ended June 30, 2025
(Dollars in millions)			Reinsurance						Insurance						Other						Total						Reinsurance						Insurance						Other						Total
Gross written premiums			$	3,243					$	1,414					$	22					$	4,680					$	6,463					$	2,559					$	50					$	9,071
Net written premiums			3,077						1,022						20						4,119						5,888						1,919						47						7,853
Premiums earned			$	3,037					$	920					$	35					$	3,991					$	5,942					$	1,833					$	67					$	7,843
Incurred losses and LAE			1,772						643						58						2,472						3,995						1,284						87						5,366
Commission and brokerage			753						121						7						880						1,460						233						11						1,704
Other underwriting expenses			76						174						3						254						147						339						6						492
Underwriting gain (loss)			$	436					$	(18)					$	(33)					$	385					$	340					$	(23)					$	(36)					$	281
Net investment income																					532																								1,023
Net gains (losses) on investments																					(5)																								(12)
Corporate expenses																					(31)																								(52)
Interest, fee and bond issue cost amortization expense																					(38)																								(76)
Other income (expense)																					(27)																								(100)
Income (loss) before taxes																					$	815																							$	1,064

(Some amounts may not reconcile due to rounding.)

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			Three Months Ended June 30, 2024																								Six Months Ended June 30, 2024
(Dollars in millions)			Reinsurance						Insurance						Other						Total						Reinsurance						Insurance						Other						Total
Gross written premiums			$	3,209					$	1,459					$	57					$	4,725					$	6,385					$	2,618					$	133					$	9,136
Net written premiums			3,033						1,009						42						4,084						5,975						1,905						103						7,984
Premiums earned			$	2,731					$	910					$	52					$	3,693					$	5,459					$	1,781					$	104					$	7,345
Incurred losses and LAE			1,684						588						39						2,311						3,324						1,139						85						4,548
Commission and brokerage			672						111						7						790						1,343						215						13						1,571
Other underwriting expenses			72						154						8						234						142						300						16						458
Underwriting gain (loss)			$	303					$	56					$	(2)					$	358					$	650					$	127					$	(10)					$	767
Net investment income																					528																								985
Net gains (losses) on investments																					(17)																								(24)
Corporate expenses																					(22)																								(44)
Interest, fee and bond issue cost amortization expense																					(37)																								(75)
Other income (expense)																					23																								54
Income (loss) before taxes																					$	832																							$	1,664

(Some amounts may not reconcile due to rounding.)

Further classifications of revenues by geographic location are impracticable to disclose during the quarter and, therefore, are only provided annually as part of the Annual Report on Form 10-K.

7.CREDIT FACILITIES

As of June 30, 2025, the Company has multiple active committed letter of credit facilities with a total commitment of up to $1.6 billion, as well as two additional credit facilities denominated in British Pound Sterling and Euros, with total commitments of up to £113 million and €75 million, respectively. The Company also has additional uncommitted letter of credit facilities of up to $240 million which may be accessible via written request and corresponding authorization from the applicable lender. There is no guarantee that the uncommitted capacity will be available to us on a future date.

The terms and outstanding amounts for each facility are discussed below. See Note 10 of the Notes to these consolidated financial statements for collateral posted related to secured letters of credit.

Bermuda Re Wells Fargo Bilateral Letter of Credit Facility

Effective June 10, 2024, Everest Reinsurance (Bermuda) Ltd. (“Bermuda Re”) entered into a Second Amended and Restated Letter of Credit Facility agreement with Wells Fargo (the “Bermuda Re Wells Fargo Bilateral Letter of Credit Facility”). The agreement provides a commitment for the issuance of up to $500 million of secured letters of credit. Effective June 9, 2025, the Bermuda Re Wells Fargo Bilateral Letter of Credit Facility was amended to tranche the facility, extend the availability of committed issuance for two years, and to reduce the overall size of the facility. As of June 30, 2025, the amended Bermuda Re Wells Fargo Bilateral Letter of Credit Facility provides for the committed issuance of up to $175 million of unsecured letters of credit and $175 million of secured letters of credit.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)						At June 30, 2025																		At December 31, 2024
Letter of Credit Facility						Commitment						In Use						Date of Expiry						Commitment						In Use						Date of Expiry
Bermuda Re Wells Fargo Bank Bilateral LOC Facility - secured tranche						$	175					$	160					12/31/2025						$	500					$	455					12/31/2025
Bermuda Re Wells Fargo Bank Bilateral LOC Facility - unsecured tranche						175						171						12/31/2025
Total Bermuda Re Wells Fargo Bank Bilateral LOC Facility						$	350					$	332											$	500					$	455

(Some amounts may not reconcile due to rounding.)

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Bermuda Re Citibank Letter of Credit Facility

Effective August 9, 2021, Bermuda Re entered into a letter of credit issuance facility with Citibank N.A. (the “Bermuda Re Citibank Letter of Credit Facility”). The Bermuda Re Citibank Letter of Credit Facility provides for the committed issuance of up to $230 million of secured letters of credit. In addition, the facility provided for the uncommitted issuance of up to $140 million, which may be accessible via written request by the Company and corresponding authorization from Citibank N.A. Effective December 13, 2023, the agreement was amended to extend the availability of committed issuance for an additional two years.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)						At June 30, 2025																		At December 31, 2024
Letter of Credit Facility						Commitment						In Use						Date of Expiry						Commitment						In Use						Date of Expiry
Bermuda Re Citibank LOC Facility - Committed						$	230					$	197					12/31/2025						$	230					$	—					1/21/2025
												—						1/21/2026												4						2/28/2025
												4						2/28/2026												2						3/1/2025
												2						3/1/2026												1						3/15/2025
												—						3/15/2026												3						9/23/2025
												1						8/15/2026												1						12/1/2025
												3						9/23/2026												—						12/16/2025
												1						12/1/2026												—						12/20/2025
												—						12/16/2026												197						12/31/2025
												—						12/20/2026												1						8/15/2026
												2						12/31/2026
Bermuda Re Citibank LOC Facility - Uncommitted						140						75						12/31/2025						140						75						12/31/2025
												—						3/30/2029												7						12/30/2028
												7						6/30/2029
Total Bermuda Re Citibank LOC Facility						$	370					$	293											$	370					$	293

(Some amounts may not reconcile due to rounding.)

Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility

Effective August 27, 2021, Bermuda Re entered into a letter of credit issuance facility with Bayerische Landesbank, an agreement (the “Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility”). The Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility provides for the committed issuance of up to $200 million of secured letters of credit. Effective August 16, 2024, the Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility was amended to extend the availability of committed issuance for three years.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)

At June 30, 2025

At December 31, 2024

Letter of Credit Facility

Commitment

In Use

Date of Expiry

Commitment

In Use

Date of Expiry

Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility - Committed

$

200

$

190

12/31/2025

$

200

$

193

12/31/2025

(Some amounts may not reconcile due to rounding.)

Bermuda Re Bayerische Landesbank Bilateral Unsecured Letter of Credit Facility

Effective December 30, 2022, Bermuda Re entered into a new additional letter of credit issuance facility with Bayerische Landesbank, New York Branch (the “Bermuda Re Bayerische Landesbank Bilateral Unsecured Letter of Credit Facility”). The Bermuda Re Bayerische Landesbank Bilateral Unsecured Letter of Credit Facility provides for the committed issuance of up to $150 million of unsecured letters of credit and is fully and unconditionally guaranteed by Group, as Parent Guarantor.

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The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)

At June 30, 2025

At December 31, 2024

Letter of Credit Facility

Commitment

In Use

Date of Expiry

Commitment

In Use

Date of Expiry

Bermuda Re Bayerische Landesbank Bilateral Unsecured Credit Facility - Committed

$

150

$

150

12/31/2025

$

150

$

150

12/31/2025

(Some amounts may not reconcile due to rounding.)

Bermuda Re Lloyd’s Bank Letter of Credit Facility

Effective December 27, 2023, Bermuda Re entered into an amended and restated letter of credit issuance facility with Lloyd’s Bank Corporate Markets PLC, to add Everest Insurance (Ireland), dac as an account party with access to a $15 million sub-limit for the issuance of letters of credit (the “Bermuda Re Lloyd’s Bank Letter of Credit Facility”). This facility superseded the previous letter of credit issuance facility with Lloyd’s Bank that was effective August 18, 2023. The Bermuda Re Lloyd’s Bank Letter of Credit Facility provides for the committed issuance of up to $250 million of unsecured letters of credit and is fully and unconditionally guaranteed by Group, as Parent Guarantor.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)

At June 30, 2025

At December 31, 2024

Letter of Credit Facility

Commitment

In Use

Date of Expiry

Commitment

In Use

Date of Expiry

Bermuda Re Lloyd's Bank Credit Facility-Committed

$

250

$

196

12/31/2025

$

250

$

244

12/31/2025

(Some amounts may not reconcile due to rounding.)

Bermuda Re Barclays Bank Credit Facility

Effective November 3, 2021, Bermuda Re entered into a letter of credit issuance facility with Barclays Bank PLC, an agreement (the “Bermuda Re Barclays Credit Facility”). The Bermuda Re Barclays Credit Facility provides for the committed issuance of up to $200 million of secured letters of credit. Effective October 30, 2024, the agreement was amended to extend the availability of the committed issuance for an additional three years.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)						At June 30, 2025																		At December 31, 2024
Letter of Credit Facility						Commitment						In Use						Date of Expiry						Commitment						In Use						Date of Expiry
Bermuda Re Barclays Bilateral Letter of Credit Facility						$	200					$	7					12/31/2025						$	200					$	150					12/30/2025
												—																		14						12/31/2025
Total Bermuda Re Barclays Bilateral Letter of Credit Facility						$	200					$	7											$	200					$	164

(Some amounts may not reconcile due to rounding.)

Bermuda Re Nordea Bank Letter of Credit Facility

Effective November 21, 2022, Bermuda Re entered into a letter of credit issuance facility with Nordea Bank ABP, New York Branch (the “Nordea Bank Letter of Credit Facility”). The Bermuda Re Nordea Bank Letter of Credit Facility provides for the committed issuance of up to $200 million of unsecured letters of credit, and subject to credit approval, uncommitted issuance of $100 million for a maximum total facility amount of $300 million.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)						At June 30, 2025																		At December 31, 2024
Letter of Credit Facility						Commitment						In Use						Date of Expiry						Commitment						In Use						Date of Expiry
Nordea Bank Letter of Credit Facility - Committed						$	200					$	200					12/31/2025						$	200					$	200					12/31/2025
Nordea Bank Letter of Credit Facility - Uncommitted						100						100						12/31/2025						100						100						12/31/2025
Total Nordea Bank ABP, NY LOC Facility						$	300					$	300											$	300					$	300

(Some amounts may not reconcile due to rounding.)

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Everest International Reinsurance, Ltd. Funds at Lloyds Syndicated Letter of Credit Facility

Effective October 30, 2024, Everest International entered into a letter of credit issuance facility with a syndicate of banks including Lloyds Bank plc, Commerzbank AG, London Branch and ING Bank N.V., London Branch (the “Funds at Lloyds Syndicated Letter of Credit Facility”). The Funds at Lloyds Syndicated Letter of Credit Facility provides for the committed issuance of up to £113 million of unsecured letters of credit to support Everest Corporate Member Limited’s Funds at Lloyds requirements.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)

At June 30, 2025

At December 31, 2024

Letter of Credit Facility

Commitment

In Use

Date of Expiry

Commitment

In Use

Date of Expiry

Funds at Lloyds Syndicated Letter of Credit Facility

£

113

£

107

11/1/2028

£

113

£

107

11/1/2028

(Some amounts may not reconcile due to rounding.)

Everest Reinsurance Company (Ireland), dac Commerzbank Letter of Credit Facility

Effective December 30, 2024, Everest Reinsurance Company (Ireland), dac (“Ireland Re”) entered into a letter of credit issuance facility with Commerzbank AG, New York Branch (the “Commerzbank Letter of Credit Facility”). The Commerzbank Letter of Credit Facility provides for the committed issuance of up to €75 million of unsecured letters of credit.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions)

At June 30, 2025

At December 31, 2024

Letter of Credit Facility

Commitment

In Use

Date of Expiry

Commitment

In Use

Date of Expiry

Commerzbank Letter of Credit Facility

€

75

€

66

12/31/2025

€

75

€

20

12/31/2025

(Some amounts may not reconcile due to rounding.)

Federal Home Loan Bank Membership

Everest Reinsurance Company (“Everest Re”) is a member of the Federal Home Loan Bank of New York (“FHLBNY”), which allows Everest Re to borrow up to 10% of its statutory admitted assets. As of June 30, 2025, Everest Re had statutory admitted assets of approximately $32.4 billion which provides borrowing capacity of up to approximately $3.2 billion. As of June 30, 2025, Everest Re had $1.0 billion of borrowings outstanding, which begin to expire in 2025. Everest Re incurred interest expense of $12 million and $11 million for the three months ended June 30, 2025 and 2024, respectively. Everest Re incurred interest expense of $24 million and $22 million for the six months ended June 30, 2025 and 2024, respectively. The FHLBNY membership agreement requires that 4.5% of borrowed funds be used to acquire additional membership stock. Additionally, the FHLBNY membership agreement requires that members must have sufficient qualifying collateral pledged. As of June 30, 2025, Everest Re had $1.3 billion of collateral pledged.

8.SENIOR NOTES

The table below displays Everest Reinsurance Holdings, Inc.’s (“Holdings”) outstanding senior notes (the “Senior Notes”). Fair value is based on quoted market prices, but due to limited trading activity, the Senior Notes are considered Level 2 in the fair value hierarchy.

																					June 30, 2025												December 31, 2024
(Dollars in millions)			Date Issued						Date Due						Principal Amounts						Consolidated Balance Sheet Amount						Fair Value						Consolidated Balance Sheet Amount						Fair Value
4.868% Senior notes			6/5/2014						6/1/2044						$	400					$	398					$	355					$	398					$	347
3.5% Senior notes			10/7/2020						10/15/2050						1,000						982						685						982						681
3.125% Senior notes			10/4/2021						10/15/2052						1,000						971						622						971						620
															$	2,400					$	2,351					$	1,662					$	2,350					$	1,648

(Some amounts may not reconcile due to rounding.)

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Interest expense incurred in connection with the Senior Notes is as follows for the periods indicated:

															Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)			Interest Paid						Payable Dates						2025						2024						2025						2024
4.868% Senior notes			semi-annually						June 1/December 1						$	5					$	5					$	10					$	10
3.5% Senior notes			semi-annually						April 15/October 15						9						9						18						18
3.125% Senior notes			semi-annually						April 15/October 15						8						8						16						16
															$	22					$	22					$	43					$	43

(Some amounts may not reconcile due to rounding.)

9.LONG-TERM SUBORDINATED NOTES

The table below displays Holdings’ outstanding fixed to floating rate long-term subordinated notes (“Subordinated Notes Issued 2007”). Fair value is based on quoted market prices, but due to limited trading activity, the Subordinated Notes Issued 2007 are considered Level 2 in the fair value hierarchy.

Maturity Date

June 30, 2025

December 31, 2024

(Dollars in millions)

Date Issued

Original Principal Amount

Scheduled

Final

Consolidated Balance Sheet Amount

Fair Value

Consolidated Balance Sheet Amount

Fair Value

Subordinated Notes Issued 2007

4/26/2007

$

400

5/15/2037

5/1/2067

$

218

$

217

$

218

$

215

During the fixed rate interest period from May 3, 2007 through May 14, 2017, interest was at the annual rate of 6.6%, payable semi-annually in arrears on November 15 and May 15 of each year, commencing on November 15, 2007. During the floating rate interest period from May 15, 2017 through maturity, interest was initially based on the 3-month London Interbank Offered Rate (“LIBOR”) plus 238.5 basis points, reset quarterly, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years. Deferred interest will accumulate interest at the applicable rate compounded quarterly for periods from and including May 15, 2017. The reset quarterly interest rate for May 15, 2025 to August 15, 2025 is 6.97%. Following the cessation of LIBOR, for periods from and including August 15, 2023, interest will be based on the 3-month Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR”) plus a spread.

Holdings may redeem the Subordinated Notes Issued 2007 on or after May 15, 2017, in whole or in part at 100% of the principal amount plus accrued and unpaid interest; however, redemption on or after the scheduled maturity date and prior to May 1, 2047 is subject to a replacement capital covenant. This covenant is for the benefit of the Senior Note holders and it mandates that Holdings receive proceeds from the sale of another subordinated debt issue, of at least similar size, before it may redeem the Subordinated Notes Issued 2007. The Company’s Senior Notes are the Company’s long-term indebtedness that rank senior to the Subordinated Notes Issued 2007.

Interest expense incurred in connection with these long-term Subordinated Notes Issued 2007 is as follows for the periods indicated:

			Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)			2025						2024						2025						2024
Interest expense incurred			$	4					$	4					$	8					$	9

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10. COLLATERALIZED REINSURANCE, TRUST AGREEMENTS AND OTHER RESTRICTED ASSETS

The Company maintains certain restricted assets as security for potential future obligations, primarily to support its underwriting operations. The following table summarizes the Company’s restricted assets:

			At June 30,						At December 31,
(Dollars in millions)			2025						2024
Collateral in trust for non-affiliated agreements			$	3,548					$	3,241
Collateral for secured letter of credit facilities			840						1,386
Collateral for FHLB borrowings			1,321						1,294
Securities on deposit with or regulated by government authorities			1,450						1,406
Funds at Lloyd's			300						341
Funds held by reinsureds			1,291						1,218
Total restricted assets			8,749						8,885

Restricted cash is included in cash on the consolidated balance sheets. At June 30, 2025 and December 31, 2024, the Company had restricted cash of $338 million and $397 million, respectively. Total restricted cash includes amounts on deposit in trust accounts for non-affiliated agreements and secured letter of credit facilities.

The Company reinsures some of its catastrophe exposures with the segregated accounts of a subsidiary, Mt. Logan Re, Ltd. (“Mt. Logan Re”). Mt. Logan Re is a collateralized insurer registered in Bermuda and 100% of the voting common shares are owned by Group. Each segregated account invests predominantly in a diversified set of catastrophe exposures, diversified by risk/peril and across different geographic regions globally.

The following table summarizes the premiums and losses that are ceded by the Company to Mt. Logan Re segregated accounts and assumed by the Company from Mt. Logan Re segregated accounts.

			Three Months Ended June 30,												Six Months Ended June 30,
Mt. Logan Re Segregated Accounts			2025						2024						2025						2024
(Dollars in millions)
Ceded written premiums			$	80					$	82					$	250					$	169
Ceded earned premiums			92						94						216						180
Ceded losses and LAE			—						26						121						64
Assumed written premiums			2						1						5						3
Assumed earned premiums			2						1						5						3
Assumed losses and LAE			—						—						—						—

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The Company entered into various collateralized reinsurance agreements with Kilimanjaro Re Limited (“Kilimanjaro”), a Bermuda-based special purpose reinsurer, to provide the Company with catastrophe reinsurance coverage. These agreements are multi-year reinsurance contracts which cover named storm and earthquake events. The table below summarizes the various agreements.

(Dollars in millions)

Class

Description

Effective Date

Expiration Date

Limit

Coverage Basis

Series 2021-1 Class A-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

4/8/2021

4/20/2026

150

Occurrence

Series 2021-1 Class B-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

4/8/2021

4/20/2026

90

Aggregate

Series 2021-1 Class C-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

4/8/2021

4/20/2026

90

Aggregate

Series 2024-1 Class A

US, Canada, Puerto Rico – Named Storm and Earthquake Events

6/27/2024

6/30/2028

75

Occurrence

Series 2024-1 Class B

US, Canada, Puerto Rico – Named Storm and Earthquake Events

6/27/2024

6/30/2028

125

Occurrence

Series 2025-1 Class A-1

US, Canada, Puerto Rico – Named Storm and Earthquake Events

6/26/2025

7/9/2029

105

Aggregate

Series 2025-2 Class A-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

6/26/2025

7/8/2030

105

Aggregate

Series 2025-1 Class B-1

US, Canada, Puerto Rico – Named Storm and Earthquake Events

6/26/2025

7/9/2029

120

Aggregate

Series 2025-2 Class B-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

6/26/2025

7/8/2030

120

Aggregate

Series 2025-1 Class C-1

US, Canada, Puerto Rico – Named Storm and Earthquake Events

6/26/2025

7/9/2029

170

Occurrence

Series 2025-2 Class C-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

6/26/2025

7/8/2030

170

Occurrence

Series 2025-1 Class D-1

US, Canada, Puerto Rico – Named Storm and Earthquake Events

6/26/2025

7/9/2029

105

Occurrence

Series 2025-2 Class D-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

6/26/2025

7/8/2030

105

Occurrence

Total available limit as of June 30, 2025

$

1,530

Recoveries under these collateralized reinsurance agreements with Kilimanjaro are primarily dependent on estimated industry-level insured losses from covered events, as well as the geographic location of the events. The estimated industry-level of insured losses is obtained from published estimates by an independent recognized authority on insured property losses.

Kilimanjaro has financed the various property catastrophe reinsurance coverages by issuing catastrophe bonds to unrelated, external investors. The proceeds from the issuance of the catastrophe bonds are held in reinsurance trusts throughout the duration of the applicable reinsurance agreements and invested solely in U.S. government money market funds with a rating of at least “AAAm” by Standard & Poor’s. The catastrophe bonds’ issue dates, maturity dates and amounts correspond to the reinsurance agreements listed above.

11.COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance and reinsurance agreements. In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights. These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, the Company believes that its positions are legally and commercially reasonable. The Company considers the statuses of these proceedings when determining its reserves for unpaid loss and LAE.

Aside from litigation and arbitrations related to these insurance and reinsurance agreements, the Company is not a party to any other material litigation or arbitration.

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12.OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the components of other comprehensive income (loss) in the consolidated statements of operations for the periods indicated:

			Three Months Ended June 30, 2025																		Six Months Ended June 30, 2025
(Dollars in millions)			Before Tax						Tax Effect						Net of Tax						Before Tax						Tax Effect						Net of Tax
URA(D) of securities (1)			$	350					$	(49)					$	301					$	692					$	(107)					$	585
Reclassification of net realized losses (gains) included
in net income (loss) (1)			10						(3)						7						15						(3)						12
Foreign currency translation and other adjustments			177						(13)						164						244						(16)						228
Reclassification of benefit plan liability amortization included
in net income (loss)			(10)						2						(8)						(10)						2						(8)
Total other comprehensive income (loss)			$	527					$	(63)					$	465					$	941					$	(124)					$	817

(Some amounts may not reconcile due to rounding)

(1) URA(D) of securities and Reclassification of net realized losses (gains) included in net income (loss) include URA(D) of fixed maturity, available for sale securities and equity method investments.

			Three Months Ended June 30, 2024																		Six Months Ended June 30, 2024
(Dollars in millions)			Before Tax						Tax Effect						Net of Tax						Before Tax						Tax Effect						Net of Tax
URA(D) of securities			$	(101)					$	32					$	(70)					$	(293)					$	66					$	(227)
Reclassification of net realized losses (gains) included
in net income (loss)			11						(2)						9						17						(3)						14
Foreign currency translation and other adjustments			(2)						2						—						(45)						7						(38)
Reclassification of benefit plan liability amortization included
in net income (loss)			31						(6)						24						31						(7)						25
Total other comprehensive income (loss)			$	(61)					$	25					$	(36)					$	(290)					$	63					$	(227)

(Some amounts may not reconcile due to rounding)

The following table presents details of the amounts reclassified from accumulated other comprehensive income (loss) (“AOCI”) for the periods indicated:

(Dollars in millions)						Three Months Ended June 30,												Six Months Ended June 30,												Affected line item within the statements of operations and comprehensive income (loss)
AOCI component						2025						2024						2025						2024
URA(D) of securities (1)						$	10					$	11					$	15					$	17					Net gains (losses) on investments
						(3)						(2)						(3)						(3)						Income tax expense (benefit)
						$	7					$	9					$	12					$	14					Net income (loss)
Benefit plan net gain (loss)						$	(10)					$	31					$	(10)					$	31					Other underwriting expenses
						2						(6)						2						(7)						Income tax expense (benefit)
						$	(8)					$	24					$	(8)					$	25					Net income (loss)

(Some amounts may not reconcile due to rounding)

(1) URA(D) of securities includes URA(D) of fixed maturity, available for sale securities and equity method investments.

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The following table presents the components of AOCI, net of tax, in the consolidated balance sheets for the periods indicated:

			Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)			2025						2024						2025						2024
Beginning balance of URA(D) of securities (1)			$	(543)					$	(876)					$	(831)					$	(723)
Current period change in URA(D) of securities			308						(60)						597						(213)
Ending balance of URA(D) of securities			(235)						(936)						(235)						(936)
Beginning balance of foreign currency translation and other adjustments			(259)						(233)						(323)						(195)
Current period change in foreign currency translation and other adjustments			164						—						228						(38)
Ending balance of foreign currency translation and other adjustments			(95)						(233)						(95)						(233)
Beginning balance of benefit plan net gain (loss)			16						(16)						16						(16)
Current period change in benefit plan net gain (loss)			(8)						24						(8)						25
Ending balance of benefit plan net gain (loss)			8						8						8						8
Ending balance of accumulated other comprehensive income (loss)			$	(321)					$	(1,160)					$	(321)					$	(1,160)

(Some amounts may not reconcile due to rounding.)

(1) URA(D) of securities includes URA(D) of fixed maturity, available for sale securities and equity method investments.

13.SHARE-BASED COMPENSATION PLANS

For the three months ended June 30, 2025, a total of 6,544 shares of restricted stock awards were granted: 4,630 and 1,914 restricted stock awards were granted on May 13, 2025 and June 23, 2025, respectively. The per-share fair value of the restricted stock awards was $348.41 and $339.93, respectively. For the three months ended June 30, 2024, a total of 4,016 shares of restricted stock awards were granted on May 15, 2024, with a fair value of $377.80 per share.

For the six months ended June 30, 2025, a total of 245,272 shares of restricted stock awards were granted as follows: 230,334, 7,488, 906, 4,630 and 1,914 restricted stock awards were granted on February 26, 2025, February 27, 2025, March 6, 2025, May 13, 2025 and June 23, 2025, respectively. The fair value per share of each restricted stock award was $344.48, $347.23, $359.28, $348.41 and $339.93, respectively. Additionally, 27,204 performance share unit awards were granted on February 26, 2025, with a fair value of $344.48 per unit.

For the six months ended June 30, 2024, a total of 218,959 shares of restricted stock awards were granted as follows: 207,839, 7,104 and 4,016 restricted stock awards were granted on February 28, 2024, February 29, 2024 and May 15, 2024, respectively. The fair value per share of each restricted stock award was $369.52, $367.04 and $377.80, respectively. Additionally, 18,713 performance share unit awards were granted on February 28, 2024, with a fair value of $369.52 per unit.

14.EARNINGS PER COMMON SHARE

Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that would occur if options granted under various share-based compensation plans were exercised resulting in the issuance of common shares that would participate in the earnings of the entity.

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Net income (loss) per common share has been computed as shown below, based upon weighted average common basic and dilutive shares outstanding.

(Dollars in millions, except per share amounts)			Three Months Ended June 30,												Six Months Ended June 30,
			2025						2024						2025						2024
Net income (loss) per share:
Numerator
Net income (loss)			$	680					$	724					$	890					$	1,457
Less: dividends declared - common shares and unvested common shares			(84)						(87)						(169)						(163)
Undistributed earnings			596						637						721						1,294
Percentage allocated to common shareholders (1)			98.8%						98.8%						98.8%						98.8%
			589						630						713						1,279
Add: dividends declared - common shareholders			83						86						167						161
Numerator for basic and diluted earnings per common share			$	672					$	715					$	880					$	1,440
Denominator
Denominator for basic earnings per weighted-average common shares			41.8						42.8						42.0						42.9
Effect of dilutive securities:
Options			—						—						—						—
Denominator for diluted earnings per adjusted weighted-average common shares			41.8						42.8						42.0						42.9
Per common share net income (loss)
Basic			$	16.10					$	16.70					$	20.93					$	33.57
Diluted			$	16.10					$	16.70					$	20.93					$	33.57
(1) Basic weighted - average common shares outstanding			41.8						42.8						42.0						42.9
Basic weighted - average common shares outstanding and unvested common shares expected to vest			42.3						43.4						42.5						43.4
Percentage allocated to common shareholders			98.8%						98.8%						98.8%						98.8%

(Some amounts may not reconcile due to rounding.)

There were no options outstanding as of June 30, 2025 and 2024, respectively.

15.INCOME TAXES

On December 27, 2023, the Government of Bermuda enacted the Corporate Income Tax Act 2023 (“The 2023 Act”), which applies a 15% corporate income tax to certain Bermuda businesses in fiscal years beginning on or after January 1, 2025. The 2023 Act includes a provision referred to as “The Economic Transition Adjustment”, which is intended to provide a fair and equitable transition into the new tax regime, and results in a deferred tax benefit for the Company. However, on January 15, 2025, the Organisation for Economic Co-operation and Development issued Administrative Guidance related to “deferred tax assets arising from tax benefits provided by General Government” whereby it has restricted the utilization of those deferred tax benefits against the computation of its Pillar Two Global Minimum Taxes to approximately 20% of the originally calculated amounts and only for a grace period of two years through 2026. If the Bermuda Ministry of Finance amends The 2023 Act in response to this guidance, the exact impact of any such amendments is uncertain but there is a risk that it results in a reduction in the Company's Deferred Tax Assets.

All of the income of Group's non-Bermuda subsidiaries is subject to the applicable federal, foreign, state and local taxes on corporations. Additionally, the income of the foreign branches of the Company's insurance operating companies is subject to various rates of income tax. Group's U.S. subsidiaries conduct business in and are subject to taxation in the U.S. Should the U.S. subsidiaries distribute current or accumulated earnings and profits in the form of dividends or otherwise, the Company would be subject to an accrual of 5% U.S. withholding tax. Currently, however, no withholding tax has been accrued with respect to such un-remitted earnings as management has no intention of remitting them. The cumulative amount that would be subject to withholding tax, if distributed, is not practicable to compute. The provision for income taxes in the consolidated statement of operations and comprehensive income (loss) has been determined in accordance with the individual income of each entity and the respective applicable tax laws. The provision reflects the permanent differences between financial and taxable income relevant to each entity.

On July 4, 2025, The One Big Beautiful Bill was signed into law. The Company is still evaluating the effects of the new law.

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16.SUBSEQUENT EVENTS

The Company has evaluated known recognized and non-recognized subsequent events. No material subsequent events or transactions have occurred that require recognition or disclosure in the financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview.

Everest is a global underwriting leader providing best-in-class property, casualty and specialty reinsurance and insurance solutions. As part of the Standard & Poor’s (“S&P”) 500 Index, we are a leading financial services institution focused on value creation for our shareholders while diversifying our portfolio and geographic presence. Through our direct and indirect subsidiaries operating in the U.S. and internationally, we serve a diverse group of clients worldwide, providing what we believe are extensive product and distribution capabilities, a strong balance sheet, an innovative culture and access to world-class talent.

As a global leader with a 50-year track record, we are a preferred Reinsurance partner in the markets we serve, and with our growing Insurance franchise we strive to deliver consistent value to all our stakeholders. We continue to grow and develop our Insurance business, investing in our global platform and strengthening our portfolio and its potential to deliver on our customer promise.

During 2024, we formed a new “Other” segment, primarily comprised of the results of our sports and leisure business sold in October 2024, consisting of policies written prior to the sale and polices renewed and certain new business written on the Company’s paper post-sale. It also includes run-off asbestos and environmental (“A&E”) exposures, certain discontinued insurance programs primarily written prior to 2012 and certain discontinued insurance and reinsurance coverage classes. The Other segment does not generally sell insurance or reinsurance products but is responsible for the management of existing policies and settlement of related losses. These segment presentation changes have been reflected retrospectively. The Company will continue to have two reportable segments that actively sell products, Reinsurance and Insurance, consistent with how the on-going business is managed. See Note 6 of the Notes to the Consolidated Financial Statements for a summary of segment results.

The following is a discussion of our results of operations, financial condition and liquidity and capital resources for the three and six months ended June 30, 2025. This discussion should be read in conjunction with the consolidated financial statements and related notes, under Part I - Item 1 of this Form 10-Q, as well as the audited consolidated financial statements and notes thereto for the year ended December 31, 2024, included in the Company’s most recent Form 10-K filing.

All comparisons in this discussion are to the corresponding prior year unless otherwise indicated.

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Financial Summary.

We monitor and evaluate our overall performance based upon financial results. The following table displays a summary of the consolidated net income (loss), ratios and shareholders’ equity for the periods indicated:

			Three Months Ended June 30,												Percentage Increase/ (Decrease)						Six Months Ended June 30,												Percentage Increase/ (Decrease)
(Dollars in millions)			2025						2024												2025						2024
Gross written premiums			$	4,680					$	4,725					(0.9)		%				$	9,071					$	9,136					(0.7)		%
Net written premiums			4,119						4,084						0.8		%				7,853						7,984						(1.6)		%
REVENUES:
Premiums earned			$	3,991					$	3,693					8.1		%				$	7,843					$	7,345					6.8		%
Net investment income			532						528						0.8		%				1,023						985						3.9		%
Net gains (losses) on investments			(5)						(17)						(68.6)		%				(12)						(24)						(48.0)		%
Other income (expense)			(27)						23						NM						(100)						54						NM
Total revenues			4,491						4,227						6.2		%				8,754						8,360						4.7		%
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses			2,472						2,311						7.0		%				5,366						4,548						18.0		%
Commission, brokerage, taxes and fees			880						790						11.5		%				1,704						1,571						8.4		%
Other underwriting expenses			254						234						8.6		%				492						458						7.6		%
Corporate expenses			31						22						40.8		%				52						44						18.7		%
Interest, fees and bond issue cost amortization expense			38						37						1.2		%				76						75						1.2		%
Total claims and expenses			3,676						3,395						8.3		%				7,690						6,696						14.8		%
INCOME (LOSS) BEFORE TAXES			815						832						(2.0)		%				1,064						1,664						(36.1)		%
Income tax expense (benefit)			135						108						24.7		%				173						207						(16.3)		%
NET INCOME (LOSS)			$	680					$	724					(6.0)		%				$	890					$	1,457					(38.9)		%
RATIOS:															Point Change																		Point Change
Loss ratio			61.9		%				62.6		%				(0.7)						68.4		%				61.9		%				6.5
Commission and brokerage ratio			22.0		%				21.4		%				0.7						21.7		%				21.4		%				0.3
Other underwriting expense ratio			6.4		%				6.3		%				0.1						6.3		%				6.2		%				0.1
Combined ratio			90.4		%				90.3		%				0.1						96.4		%				89.6		%				6.8

			At June 30,						At December 31,						Percentage Increase/ (Decrease)
(Dollars in millions, except per share amounts)			2025						2024
Balance sheet data:
Total investments and cash			$	44,300					$	41,531					6.7		%
Total assets			60,519						56,341						7.4		%
Reserve for losses and loss adjustment expenses			32,476						29,889						8.7		%
Total debt			3,588						3,587						—		%
Total liabilities			45,500						42,466						7.1		%
Shareholders' equity			15,019						13,875						8.2		%
Book value per share			358.08						322.97						10.9		%

(NM, not meaningful)

(Some amounts may not reconcile due to rounding.)

Revenues.

Premiums. Gross written premiums decreased by 0.9% remaining relatively constant at $4.7 billion for the three months ended June 30, 2025, compared to $4.7 billion for the three months ended June 30, 2024. The decrease reflects a $45 million, or 3.1%, decrease in our insurance business and a $34 million, or 60.5%, decrease in business within the Other segment, partially offset by a $34 million, or 1.1%, increase in our reinsurance business. The decrease in insurance premiums compared to the prior year period was primarily due to portfolio actions taken on specialty casualty lines of

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business, partially offset by an increase in other specialty business and accident and health business. Gross written premiums within Other decreased by $35 million as this segment generally represents lines of business that have been discontinued. The increase in reinsurance premiums was primarily due to property pro rata and property catastrophe excess of loss lines of business, partially offset by a decrease in financial lines business driven by actions taken on our North America casualty business.

Gross written premiums decreased by 0.7% remaining relatively constant at $9.1 billion for the six months ended June 30, 2025, compared to $9.1 billion for the six months ended June 30, 2024. The decrease reflects an $83 million, or 62.4%, decrease within the Other segment and a $60 million, or 2.3%, decrease in our insurance business, partially offset by a $78 million, or 1.2%, increase in our reinsurance business. Gross written premiums within Other has decreased by $83 million as this segment generally represents lines of business that have been discontinued. The decrease in insurance premiums was primarily due to portfolio actions taken on specialty casualty lines of business, partially offset by an increase in other specialty business and property/short tail business. The increase in reinsurance premiums was primarily driven by property pro rata business and property catastrophe excess of loss business, partially offset by actions taken on our North America reinsurance casualty business.

Net written premiums increased by 0.8% remaining relatively constant at $4.1 billion for the three months ended June 30, 2025, compared to $4.1 billion for the three months ended June 30, 2024, primarily driven by higher retention in certain lines of business and overall mix of business. Net written premiums decreased by 1.6% to $7.9 billion for the six months ended June 30, 2025, compared to $8.0 billion for the six months ended June 30, 2024. The larger percentage decrease in net written premiums compared to the percentage decrease in gross written premiums was mainly due to overall mix of business.

Premiums earned increased by 8.1% to $4.0 billion during the three months ended June 30, 2025, compared to $3.7 billion during the three months ended June 30, 2024. Premiums earned increased by 6.8% to $7.8 billion for the six months ended June 30, 2025, compared to $7.3 billion for the six months ended June 30, 2024. The change in premiums earned relative to net written premiums was primarily the result of timing as the higher base premium written in 2024 is being earned through the 2025 period; premiums are earned ratably over the coverage period whereas written premiums are generally recorded at the initiation of the coverage period.

Other Income (Expense). We recorded other expense of $27 million and other income of $23 million for the three months ended June 30, 2025 and 2024, respectively. We recorded other expense of $100 million and other income of $54 million for the six months ended June 30, 2025 and 2024, respectively. The changes were primarily the result of fluctuations in foreign currency exchange rates, in particular, the movements in the Euro and British Pound Sterling. We recognized foreign currency exchange expense of $60 million and foreign exchange currency income of $9 million for the three months ended June 30, 2025 and 2024, respectively. We recognized foreign currency exchange expense of $134 million and foreign currency exchange income of $41 million for the six months ended June 30, 2025 and 2024, respectively. The other expense incurred for the three and six months ended June 30, 2025 is partially offset by a $26.7 million pension plan settlement gain recognized in the second quarter of 2025 driven by the extinguishment of the Everest Reinsurance Company (“Everest Re”) retirement pension plan obligation liability.

Net Investment Income. Refer to the “Consolidated Investments Results” section below.

Net Gains (Losses) on Investments. Refer to the “Consolidated Investments Results” section below.

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Claims and Expenses.

Incurred Losses and Loss Adjustment Expenses (“LAE”). The following tables present our incurred losses and LAE for the periods indicated.

			Three Months Ended June 30,
(Dollars in millions)			Current Year						Ratio %/ Pt Change						Prior Years						Ratio %/ Pt Change						Total Incurred						Ratio %/ Pt Change
2025
Attritional			$	2,393					60.0		%				$	59					1.5		%				$	2,452					61.4		%
Catastrophes			20						0.5		%				—						—		%				20						0.5		%
Total			$	2,413					60.5		%				$	59					1.5		%				$	2,472					61.9		%
2024
Attritional			$	2,160					58.5		%				$	—					—		%				$	2,160					58.5		%
Catastrophes			151						4.1		%				—						—		%				151						4.1		%
Total			$	2,311					62.6		%				$	—					—		%				$	2,311					62.6		%
Variance 2025/2024
Attritional			$	233					1.5		pts				$	59					1.5		pts				$	292					2.9		pts
Catastrophes			(131)						(3.6)		pts				—						—		pts				(131)						(3.6)		pts
Total			$	102					(2.1)		pts				$	59					1.5		pts				$	161					(0.7)		pts

(Some amounts may not reconcile due to rounding.)

			Six Months Ended June 30,
(Dollars in millions)			Current Year						Ratio %/ Pt Change						Prior Years						Ratio %/ Pt Change						Total Incurred						Ratio %/ Pt Change
2025
Attritional			$	4,753					60.6		%				$	59					0.8		%				$	4,812					61.4		%
Catastrophes			554						7.1		%				—						—		%				554						7.1		%
Total			$	5,307					67.7		%				$	59					0.8		%				$	5,366					68.4		%
2024
Attritional			$	4,312					58.7		%				$	—					—		%				$	4,312					58.7		%
Catastrophes			236						3.2		%				—						—		%				236						3.2		%
Total			$	4,548					61.9		%				$	—					—		%				$	4,548					61.9		%
Variance 2025/2024
Attritional			$	441					1.9		pts				$	59					0.8		pts				500						2.6		pts
Catastrophes			318						3.8		pts				—						—		pts				318						3.8		pts
Total			$	758					5.7		pts				$	59					0.8		pts				$	817					6.5		pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased by 7.0% to $2.5 billion for the three months ended June 30, 2025, compared to $2.3 billion for the three months ended June 30, 2024, primarily due to an increase of $233 million in current year attritional losses and an increase in unfavorable development on prior year attritional losses of $59 million, partially offset by a decrease of $131 million in current year catastrophe losses. The increase in current year attritional losses was mainly due to the impact of the increase in premiums earned. The unfavorable development on prior year attritional losses was primarily related to aviation losses associated with the Russia/Ukraine war of $98 million, partially offset by net favorable prior year development of $39 million, driven by the release of reserves from prior underwriting years for the property line of business. The net unfavorable prior year loss development was recorded in the Reinsurance segment.

In second quarter of 2025, the United Kingdom’s High Court concluded that that the confiscation of certain aircraft was covered under the war provision within certain reinsurance contracts. As a result of the court’s decision, the Company increased its net ultimate loss reserve for contracts that were exposed to the war in the Ukraine by $98 million ($84 million net of reinstatement premiums). The current year catastrophe losses of $20 million for the three months ended

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June 30, 2025 related primarily to the 2025 U.S. Midwest convective storms ($12 million) as well as development on the first quarter 2025 Myanmar earthquake ($7 million). The $151 million of current year catastrophe losses for the three months ended June 30, 2024 related primarily to the 2024 Dubai floods ($40 million), the 2024 Germany floods ($40 million), the 2024 Brazil Floods ($35 million) and the 2024 Taiwan earthquake ($23 million).

Incurred losses and LAE increased by 18.0% to $5.4 billion for the six months ended June 30, 2025, compared to $4.5 billion for the six months ended June 30, 2024, primarily due to an increase of $441 million in current year attritional losses, an increase of $318 million in current year catastrophe losses and an increase in unfavorable development on prior year attritional losses of $59 million. The increase in current year attritional losses was mainly due to the impact of the increase in underlying exposures due to increased premiums earned. The unfavorable development on prior year attritional losses was primarily related to aviation losses associated with the Russia/Ukraine war of $98 million, partially offset by net favorable prior year development of $39 million, driven by the release of reserves from prior underwriting years for the property line of business. The net unfavorable prior year loss development was recorded in the Reinsurance segment. In the second quarter of 2025, the United Kingdom’s High Court concluded that that the confiscation of certain aircraft was covered under the war provision within certain reinsurance contracts. As a result of the court’s decision, the Company increased its net ultimate loss reserve for contracts that were exposed to the war in the Ukraine by $98 million ($84 million net of reinstatement premiums). The current year catastrophe losses of $554 million for the six months ended June 30, 2025 related primarily to the 2025 Southern California wildfires ($513 million), the first quarter 2025 Myanmar earthquake ($29 million) and the 2025 U.S. Midwest convective storms ($12 million). The $236 million of current year catastrophe losses for the six months ended June 30, 2024 related primarily to the 2024 Baltimore bridge collapse ($70 million), the 2024 Dubai floods ($40 million), the 2024 Germany floods ($40 million), the 2024 Brazil Floods ($35 million) and the 2024 Taiwan earthquake ($23 million).

Catastrophe losses and loss expenses typically have a material effect on our incurred losses and LAE results and can vary significantly from period to period. Losses from natural catastrophes contributed 0.5 percentage points to the combined ratio for the three months ended June 30, 2025, compared with 4.1 percentage points in the corresponding period of 2024, and 7.1 percentage points to the combined ratio for the six months ended June 30, 2025, compared with 3.2 percentage points in the corresponding period of 2024.

Commission, Brokerage, Taxes and Fees. Commission, brokerage, taxes and fees increased by 11.5% to $880 million for the three months ended June 30, 2025, compared to $790 million for the three months ended June 30, 2024. Commission, brokerage, taxes and fees increased by 8.4% to $1.7 billion for the six months ended June 30, 2025, compared to $1.6 billion for the six months ended June 30, 2024. The increases were primarily due to the impact of the increase in premiums earned and changes in the mix of business.

Other Underwriting Expenses. Other underwriting expenses were $254 million and $234 million for the three months ended June 30, 2025 and June 30, 2024, respectively. Other underwriting expenses were $492 million and $458 million for the six months ended June 30, 2025 and 2024, respectively. The increases in other underwriting expenses were driven by the increase in premiums earned.

Corporate Expenses. Corporate expenses, which are general operating expenses that are not allocated to segments, were $31 million and $22 million for the three months ended June 30, 2025 and 2024, respectively, and $52 million and $44 million for the six months ended June 30, 2025 and 2024, respectively. The increase in Corporate expenses for the three and six month periods ended June 30, 2025 are primarily due to a nonrecurring adjustment due to the curtailment of the employee benefit plan in 2024 as well as an increase in professional services related to the continued build out of our infrastructure.

Interest, Fees and Bond Issue Cost Amortization Expense. Interest, fees and other bond amortization expense was $38 million and $37 million for the three months ended June 30, 2025 and 2024, respectively. Interest, fees and other bond amortization expense was $76 million and $75 million for the six months ended June 30, 2025 and 2024, respectively. The increases were mainly due to higher interest costs on the Federal Home Loan Bank of New York borrowing. Increases in interest expense were offset by a decrease in the floating interest rate related to the Company’s outstanding fixed to floating rate long-term subordinated notes, which is reset quarterly, per the note agreement. The floating rate was 6.97% as of June 30, 2025, compared to 7.97% as of June 30, 2024.

Income Tax Expense (Benefit). Income tax expense was $135 million and $108 million for the three months ended June 30, 2025 and 2024, respectively. Income tax expense was $173 million and $207 million for the six months ended June 30, 2025 and 2024, respectively. The period over period increase in income tax expense is primarily a function of the geographic location of the Company’s pre-tax income and the statutory tax rates in those jurisdictions. The effective tax

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rate (“ETR”) is primarily affected by tax-exempt investment income, foreign tax credits and dividends. Variations in the ETR generally result from changes in the relative levels of pre-tax income, including the impact of catastrophe losses and net capital gains (losses), among jurisdictions with different tax rates.

On December 27, 2023, the Government of Bermuda enacted the Corporate Income Tax Act 2023 (“The 2023 Act”), which applies a 15% corporate income tax to certain Bermuda businesses in fiscal years beginning on or after January 1, 2025. The 2023 Act includes a provision referred to as “The Economic Transition Adjustment”, which is intended to provide a fair and equitable transition into the new tax regime, and results in a deferred tax benefit for the Company. However, on January 15, 2025, the Organisation for Economic Co-operation and Development issued Administrative Guidance related to “deferred tax assets arising from tax benefits provided by General Government” whereby it has restricted the utilization of those deferred tax benefits against the computation of its Pillar Two Global Minimum Taxes to approximately 20% of the originally calculated amounts and only for a grace period of two years through 2026. If the Bermuda Ministry of Finance amends The 2023 Act in response to this guidance, the exact impact of any such amendments is uncertain but there is a risk that it results in a reduction in the Company's Deferred Tax Assets.

On July 4, 2025, The One Big Beautiful Bill was signed into law. The Company is still evaluating the effects of the new law.

Net Income (Loss).

Our net income was $680 million and $724 million for the three months ended June 30, 2025 and 2024, respectively. Our net income was $890 million and $1.5 billion for the six months ended June 30, 2025 and 2024, respectively. The period over period changes in net income were primarily driven by the financial component fluctuations explained above.

Ratios.

Our combined ratio increased by 0.1 points to 90.4% for the three months ended June 30, 2025, compared to 90.3% for the three months ended June 30, 2024 and increased by 6.8 points to 96.4% for the six months ended June 30, 2025, compared to 89.6% for the six months ended June 30, 2024. The current year increase is primarily due to higher catastrophe losses. Refer to the analysis of combined ratio components below.

The loss ratio component decreased by 0.7 points to 61.9% for the three months ended June 30, 2025, compared to 62.6% for the three months ended June 30, 2024, mainly due to a $131 million decrease in catastrophe losses. The loss ratio component increased by 6.5 points to 68.4% for the six months ended June 30, 2025, compared to 61.9% for the six months ended June 30, 2024, primarily due to an increase of $441 million in current year attritional losses, an increase of $318 million in current year catastrophe losses and unfavorable prior year development on attritional losses of $59 million, mainly related to aviation losses associated with the Russia/Ukraine war of $98 million, partially offset by net favorable prior year development of $39 million, driven by the release of reserves from prior underwriting years for the property line of business. The net unfavorable prior year loss development was recorded in the Reinsurance segment.

The commission and brokerage ratio components increased to 22.0% for the three months ended June 30, 2025, compared to 21.4% for the three months ended June 30, 2024, and increased to 21.7% for the six months ended June 30, 2025, compared to 21.4% for the six months ended June 30, 2024. The quarter over quarter variance was mainly due to changes in the mix of business and consistent with increase in premiums earned.

The other underwriting expense ratios increased to 6.4% for the three months ended June 30, 2025, compared to 6.3% for the three months ended June 30, 2024, and increased to 6.3% for the six months ended June 30, 2025, compared to 6.2% for the six months ended June 30, 2024. The slight increase for the three and six months was mainly due to growth while remaining relatively consistent year over year.

Shareholders’ Equity.

Shareholders’ equity increased by $1.1 billion to $15.0 billion at June 30, 2025 from $13.9 billion at December 31, 2024, principally as a result of $890 million of net income, $597 million of unrealized appreciation on available for sale fixed maturity portfolio net of tax, $228 million of net foreign currency translation adjustments and $6 million of share-based compensation transactions, partially offset by $400 million of share repurchases, $169 million of shareholder dividends and $8 million of net benefit plan obligation adjustments.

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Consolidated Investment Results

Net Investment Income.

Net investment income increased by 0.8% to $532 million for the three months ended June 30, 2025, compared with net investment income of $528 million for the three months ended June 30, 2024. The increase for the three months ended June 30, 2025 was primarily the result of an increase of $27 million in income from fixed maturity investments, partially offset by a decline of $10 million in income from short-term investments, a decline of $8 million in income from other alternative investments and a decline of $5 million in limited partnership income. Net investment income increased by 3.9% to $1.0 billion for the six months ended June 30, 2025, compared with investment income of $1.0 billion for the six months ended June 30, 2024. The increase for the six months ended June 30, 2025 was primarily the result of an increase of $61 million of income from fixed maturity investments, an increase of $2 million in income from other alternative investments and an increase of $1 million from short-term investments, partially offset by a decline of $35 million in limited partnership income. The limited partnership income primarily reflects changes in reported net asset values. As such, until these asset values are monetized and the resultant income is distributed, they are subject to volatile results of future increases or decreases in the asset value.

The following table shows the components of net investment income for the periods indicated:

			Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)			2025						2024						2025						2024
Fixed maturities			$	396					$	369					$	782					$	721
Equity securities			1						1						2						2
Short-term investments and cash			33						43						82						81
Other invested assets
Limited partnerships			88						94						113						148
Other			22						30						52						50
Gross investment income before adjustments			541						537						1,031						1,001
Funds held interest income (expense)			2						9						14						15
Future policy benefit reserve income (expense)			—						—						—						—
Gross investment income			543						545						1,045						1,016
Investment expenses			11						18						22						31
Net investment income			$	532					$	528					$	1,023					$	985

(Some amounts may not reconcile due to rounding.)

The following table shows a comparison of various investment yields for the periods indicated:

			Three Months Ended June 30,												Six Months Ended June 30,
			2025						2024						2025						2024
Annualized pre-tax yield on average cash and invested assets			4.9		%				5.3		%				4.7		%				5.1		%
Annualized after-tax yield on average cash and invested assets			3.9		%				4.6		%				3.9		%				4.4		%
Annualized return on invested assets			4.8		%				5.2		%				4.6		%				4.9		%

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Net Gains (Losses) on Investments.

The following table presents the composition of our net gains (losses) on investments for the periods indicated:

			Three Months Ended June 30,																		Six Months Ended June 30,
(Dollars in millions)			2025						2024						Variance						2025						2024						Variance
Realized gains (losses) from dispositions:
Fixed maturity securities - available for sale
Gains			$	5					$	16					$	(11)					$	10					$	26					(17)
Losses			(13)						(30)						17						(22)						(48)						26
Total			(9)						(15)						6						(12)						(22)						10
Fixed maturity securities - held to maturity
Gains			—						—						—						—						—						—
Losses			—						—						—						(1)						—						(1)
Total			—						—						—						—						—						—
Equity securities
Gains			—						1						(1)						—						2						(2)
Losses			—						—						—						(1)						—						—
Total			—						—						—						(1)						1						(2)
Other Invested Assets
Gains			—						—						—						—						—						—
Losses			—						(1)						1						—						(1)						1
Total			—						(1)						1						—						(1)						1
Total net realized gains (losses) from dispositions
Gains			5						16						(11)						10						28						(18)
Losses			(14)						(32)						18						(23)						(50)						26
Total			(8)						(15)						7						(13)						(22)						9
Allowance for credit losses			(2)						4						(6)						(2)						6						(8)
Gains (losses) from fair value adjustments
Equity securities			5						(5)						10						3						(8)						11
Total			5						(5)						10						3						(8)						11
Total net gains (losses) on investments			$	(5)					$	(17)					$	11					$	(12)					$	(24)					$	11

(Some amounts may not reconcile due to rounding.)

Total net gains (losses) on investments during the three months ended June 30, 2025 primarily consist of $8 million of losses due to the disposition of investments and an increase to the allowance for credit losses of $2 million, partially offset by $5 million of gains from fair value adjustments on equity securities.

Total net gains (losses) on investments during the six months ended June 30, 2025 primarily relate to $13 million of net losses due to the disposition of investments and an increase to the allowance for credit losses of $2 million, partially offset by $3 million of gains from fair value adjustments on equity securities.

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Segment Results.

Our two reportable segments, Reinsurance and Insurance, each have executive leadership who are responsible for the overall performance of their respective segments and who are directly accountable to our chief operating decision maker (“CODM”), the President and Chief Executive Officer of Everest Group, Ltd., who is ultimately responsible for reviewing the business to assess performance, make operating decisions and allocate resources. We report the results of our operations consistent with the manner in which our CODM reviews the business.

During the fourth quarter of 2024, the Company revised its classification and presentation of certain run-off business, previously included within the Reinsurance and Insurance reportable segments, as part of a new segment called "Other". The Other segment includes the results of our sports and leisure business sold in October 2024, consisting of policies written prior to the sale and polices renewed and certain new business written on the Company’s paper post-sale. It also includes run-off A&E exposures, certain discontinued insurance programs primarily written prior to 2012 and certain discontinued insurance and reinsurance coverage classes. The Other segment does not generally sell insurance or reinsurance products but is responsible for the management of existing policies and settlement of related losses.

The Company does not review and evaluate the financial results of its segments based upon balance sheet data. Management generally monitors and evaluates the financial performance of these segments based upon their underwriting results. Underwriting results include earned premium less losses and LAE incurred, commission and brokerage expenses and other underwriting expenses. The Company measures its underwriting results using ratios, in particular, loss, commission and brokerage and other underwriting expense ratios, which, respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned. Management has determined that these measures are appropriate and align with how the business is managed. We continue to evaluate our segments as our business evolves and may further refine our segments and financial performance measures.

The following discusses the underwriting results for each of our segments for the periods indicated.

Reinsurance.

The following table presents the underwriting results and ratios for the Reinsurance segment for the periods indicated:

			Three Months Ended June 30,																								Six Months Ended June 30,
(Dollars in millions)			2025						2024						Variance						% Change						2025						2024						Variance						% Change
Gross written premiums			$	3,243					$	3,209					$	34					1.1		%				$	6,463					$	6,385					$	78					1.2		%
Net written premiums			3,077						3,033						43						1.4		%				5,888						5,975						(88)						(1.5)		%
Premiums earned			$	3,037					$	2,731					$	306					11.2		%				$	5,942					$	5,459					$	483					8.8		%
Incurred losses and LAE			1,772						1,684						88						5.2		%				3,995						3,324						671						20.2		%
Commission and brokerage			753						672						80						12.0		%				1,460						1,343						117						8.7		%
Other underwriting expenses			76						72						5						6.8		%				147						142						5						3.5		%
Underwriting gain (loss)			$	436					$	303					$	133					43.8		%				$	340					$	650					$	(310)					(47.6)		%
																					Point Chg																								Point Chg
Loss ratio			58.3		%				61.7		%										(3.4)						67.2		%				60.9		%										6.3
Commission and brokerage ratio			24.8		%				24.6		%										0.2						24.6		%				24.6		%										—
Other underwriting expense ratio			2.5		%				2.6		%										(0.1)						2.5		%				2.6		%										(0.1)
Combined ratio			85.6		%				88.9		%										(3.3)						94.3		%				88.1		%										6.2

(NM, Not Meaningful)

(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums increased by 1.1% remaining relatively constant at $3.2 billion for the three months ended June 30, 2025 from $3.2 billion for the three months ended June 30, 2024, primarily driven by property pro rata business and property catastrophe excess of loss business, partially offset by a decrease in financial lines business driven by actions taken on our North America casualty business. Gross written premiums increased by 1.2% to $6.5 billion for the six months ended June 30, 2025 from $6.4 billion for the six months ended June 30, 2024, primarily due to property pro rata business and property catastrophe excess of loss business, partially offset by actions taken on our North America reinsurance casualty business.

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Net written premiums increased by 1.4% remaining relatively consistent at $3.1 billion for the three months ended June 30, 2025 from $3.0 billion for the three months ended June 30, 2024. Net written premiums decreased by 1.5% to $5.9 billion for the six months ended June 30, 2025, compared to $6.0 billion for the six months ended June 30, 2024. The decrease was driven by higher retention in certain lines of business and overall mix of business.

Premiums earned increased by 11.2% to $3.0 billion for the three months ended June 30, 2025, compared to $2.7 billion for the three months ended June 30, 2024. Premiums earned increased by 8.8% to $5.9 billion for the six months ended June 30, 2025, compared to $5.5 billion for the six months ended June 30, 2024. The growth in premiums earned is primarily driven by increased property pro rata business written that was recorded over the prior quarters which are now being earned. The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period, whereas written premiums are generally recorded at the initiation of the coverage period.

Incurred Losses and LAE. The following tables present the incurred losses and LAE for the Reinsurance segment for the periods indicated:

			Three Months Ended June 30,
(Dollars in millions)			Current Year						Ratio %/ Pt Change						Prior Years						Ratio %/ Pt Change						Total Incurred						Ratio %/ Pt Change
2025
Attritional			$	1,712					56.4		%				$	59					1.9		%				1,772						58.3		%
Catastrophes			—						—		%				—						—		%				—						—		%
Total Segment			$	1,712					56.4		%				$	59					1.9		%				$	1,772					58.3		%
2024
Attritional			$	1,547					56.7		%				$	—					—		%				1,547						56.7		%
Catastrophes			137						5.0		%				—						—		%				137						5.0		%
Total Segment			$	1,684					61.7		%				$	—					—		%				$	1,684					61.7		%
Variance 2025/2024
Attritional			$	165					(0.3)		pts				$	59					1.9		pts				$	224					1.7		pts
Catastrophes			(137)						(5.0)		pts				—						—		pts				(137)						(5.0)		pts
Total Segment			$	29					(5.3)		pts				$	59					1.9		pts				$	88					(3.4)		pts

(Some amounts may not reconcile due to rounding.)

			Six Months Ended June 30,
(Dollars in millions)			Current Year						Ratio %/ Pt Change						Prior Years						Ratio %/ Pt Change						Total Incurred						Ratio %/ Pt Change
2025
Attritional			$	3,412					57.4		%				$	59					1.0		%				3,471						58.4		%
Catastrophes			523						8.8		%				—						—		%				523						8.8		%
Total Segment			$	3,936					66.2		%				$	59					1.0		%				$	3,995					67.2		%
2024
Attritional			$	3,107					56.9		%				$	—					—		%				3,107						56.9		%
Catastrophes			217						4.0		%				—						—		%				217						4.0		%
Total Segment			$	3,324					60.9		%				$	—					—		%				$	3,324					60.9		%
Variance 2025/2024
Attritional			$	305					0.5		pts				$	59					1.0		pts				$	364					1.5		pts
Catastrophes			307						4.8		pts				—						—		pts				307						4.8		pts
Total Segment			$	612					5.4		pts				$	59					1.0		pts				$	671					6.3		pts

(Some amounts may not reconcile due to rounding.)

Incurred losses increased by 5.2% to $1.8 billion for the three months ended June 30, 2025, compared to $1.7 billion for the three months ended June 30, 2024. The increase was primarily due to an increase of $165 million in current year

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attritional losses and an increase of unfavorable development on prior year attritional losses of $59 million, partially offset by a decrease of $137 million in current year catastrophe losses. The increase in current year attritional losses was mainly related to the impact of the increase in premiums earned. The unfavorable development on prior year attritional losses was primarily related to aviation losses associated with the Russia/Ukraine war of $98 million, partially offset by net favorable prior year development of $39 million, driven by the release of reserves from prior underwriting years for the property line of business. In the second quarter of 2025, The United Kingdom’s High Court concluded that that the confiscation of certain aircraft was covered under the war provision within certain reinsurance contracts. As a result of the court’s decision, the Company increased its net ultimate loss reserve for contracts that were exposed to the war in the Ukraine by $98 million ($84 million net of reinstatement premiums). There were no current year catastrophe losses for the three months ended June 30, 2025. The $137 million of current year catastrophe losses for the three months ended June 30, 2024 related primarily to the 2024 Dubai floods ($40 million), the 2024 Germany floods ($39 million), the 2024 Brazil Floods ($35 million) and the 2024 Taiwan earthquake ($21 million).

Incurred losses increased by 20.2% to $4.0 billion for the six months ended June 30, 2025, compared to $3.3 billion for the six months ended June 30, 2024. The increase was primarily due to an increase of $305 million in current year attritional losses, an increase of $307 million in current year catastrophe losses and an increase of unfavorable development on prior year attritional losses of $59 million. The increase in current year attritional losses was mainly related to the impact of the increase in premiums earned. The unfavorable development on prior year attritional losses was primarily related to aviation losses associated with the Russia/Ukraine war of $98 million, partially offset by net favorable prior year development of $39 million, driven by the release of reserves from prior underwriting years for the property line of business. In the second quarter of 2025, the United Kingdom’s High Court concluded that that the confiscation of certain aircraft was covered under the war provision within certain reinsurance contracts. As a result of the court’s decision, the Company increased its net ultimate loss reserve for contracts that were exposed to the war in the Ukraine by $98 million ($84 million net of reinstatement premiums). The current year catastrophe losses of $523 million for the six months ended June 30, 2025 related primarily to the 2025 Southern California wildfires ($503 million) and the first quarter 2025 Myanmar earthquake ($20 million). The $217 million of current year catastrophe losses for the six months ended June 30, 2024 related primarily to the 2024 Baltimore bridge collapse ($65 million), the 2024 Dubai floods ($40 million), the 2024 Germany floods ($39 million), the 2024 Brazil Floods ($35 million) and the 2024 Taiwan earthquake ($21 million).

Segment Expenses. Commission and brokerage expense increased by 12.0% to $753 million for the three months ended June 30, 2025, compared to $672 million for the three months ended June 30, 2024. Commission and brokerage expense increased by 8.7% to $1.5 billion for the six months ended June 30, 2025, compared to $1.3 billion for the six months ended June 30, 2024. The increases were mainly due to the impact of the increase in premiums earned and changes in the mix of business.

Segment other underwriting expenses increased to $76 million for the three months ended June 30, 2025 from $72 million for the three months ended June 30, 2024. Segment other underwriting expenses increased to $147 million for the six months ended June 30, 2025, compared to $142 million for the six months ended June 30, 2024. The increases were mainly due to increased expenditures supporting the increased premium volume of the segment.

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Insurance.

The following table presents the underwriting results and ratios for the Insurance segment for the periods indicated:

			Three Months Ended June 30,																								Six Months Ended June 30,
(Dollars in millions)			2025						2024						Variance						% Change						2025						2024						Variance						% Change
Gross written premiums			$	1,414					$	1,459					$	(45)					(3.1)		%				$	2,559					$	2,618					$	(60)					(2.3)		%
Net written premiums			1,022						1,009						14						1.3		%				1,919						1,905						13						0.7		%
Premiums earned			$	920					$	910					$	10					1.1		%				$	1,833					$	1,781					$	52					2.9		%
Incurred losses and LAE			643						588						55						9.3		%				1,284						1,139						144						12.7		%
Commission and brokerage			121						111						10						8.9		%				233						215						19						8.6		%
Other underwriting expenses			174						154						20						13.0		%				339						300						40						13.3		%
Underwriting gain (loss)			$	(18)					$	56					$	(75)					NM						$	(23)					$	127					$	(151)					NM
																					Point Chg																								Point Chg
Loss ratio			69.9		%				64.7		%										5.2						70.0		%				64.0		%										6.0
Commission and brokerage ratio			13.1		%				12.2		%										0.9						12.7		%				12.1		%										0.6
Other underwriting expense ratio			18.9		%				16.9		%										2.0						18.5		%				16.8		%										1.7
Combined ratio			102.0		%				93.8		%										8.2						101.3		%				92.9		%										8.4

(NM not meaningful)

(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums decreased by 3.1% to $1.4 billion for the three months ended June 30, 2025, compared to $1.5 billion for the three months ended June 30, 2024. The decrease in insurance premiums was primarily due to portfolio actions taken on specialty casualty lines of business, partially offset by an increase in other specialty business and accident and health business. Gross written premiums decreased by 2.3% to $2.6 billion for the six months ended June 30, 2025, compared to $2.6 billion for the six months ended June 30, 2024. The decrease in insurance premiums was primarily due to portfolio actions taken on specialty casualty lines of business, partially offset by an increase in other specialty business and property/short tail business.

Net written premiums increased by 1.3% remaining constant at $1.0 billion for the three months ended June 30, 2025, compared to $1.0 billion for the three months ended June 30, 2024, primarily due to business mix and higher retention in certain lines of business. Net written premiums of $1.9 billion for the six months ended June 30, 2025, remained consistent with the $1.9 billion for the six months ended June 30, 2024.

Premiums earned increased by 1.1% to $920 million for the three months ended June 30, 2025, compared to $910 million for the three months ended June 30, 2024. Premiums earned increased by 2.9% to $1.8 billion for the six months ended June 30, 2025, compared to $1.8 billion for the six months ended June 30, 2024. The change in premiums earned relative to net written premiums is the result of timing as the higher base premium written in 2024 is being earned through the 2025 period; premiums are earned ratably over the coverage period, whereas written premiums are generally recorded at the initiation of the coverage period.

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Incurred Losses and LAE. The following tables present the incurred losses and LAE for the Insurance segment for the periods indicated:

			Three Months Ended June 30,
(Dollars in millions)			Current Year						Ratio %/ Pt Change						Prior Years						Ratio %/ Pt Change						Total Incurred						Ratio %/ Pt Change
2025
Attritional			$	633					68.9		%				$	—					—		%				633						68.9		%
Catastrophes			10						1.1		%				—						—		%				10						1.1		%
Total Segment			$	643					69.9		%				$	—					—		%				$	643					69.9		%
2024
Attritional			$	574					63.0		%				$	—					—		%				574						63.0		%
Catastrophes			15						1.6		%				—						—		%				15						1.6		%
Total Segment			$	588					64.7		%				$	—					—		%				$	588					64.7		%
Variance 2025/2024
Attritional			$	60					5.8		pts				$	—					—		pts				$	60					5.8		pts
Catastrophes			(5)						(0.5)		pts				—						—		pts				(5)						(0.5)		pts
Total Segment			$	55					5.3		pts				$	—					—		pts				$	55					5.2		pts

			Six Months Ended June 30,
(Dollars in millions)			Current Year						Ratio %/ Pt Change						Prior Years						Ratio %/ Pt Change						Total Incurred						Ratio %/ Pt Change
2025
Attritional			$	1,264					68.9		%				$	—					—		%				1,264						68.9		%
Catastrophes			20						1.1		%				—						—		%				20						1.1		%
Total Segment			$	1,284					70.0		%				$	—					—		%				$	1,284					70.0		%
2024
Attritional			$	1,120					62.9		%				$	—					—		%				1,120						62.9		%
Catastrophes			20						1.1		%				—						—		%				19						1.1		%
Total Segment			$	1,139					64.0		%				$	—					—		%				$	1,139					64.0		%
Variance 2025/2024
Attritional			$	144					6.1		pts				$	—					—		pts				144						6.0		pts
Catastrophes			1						—		pts				—						—		pts				1						—		pts
Total Segment			$	144					6.0		pts				$	—					—		pts				$	144					6.0		pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased by 9.3% to $643 million for the three months ended June 30, 2025, compared to $588 million for the three months ended June 30, 2024. The increase was mainly due to an increase of $60 million in current year attritional losses, partially offset by a decrease of $5 million in current year catastrophe losses. The increase in current year attritional losses was primarily due to strengthening of loss selections in casualty lines, partially offset by changes in the mix of business. The $10 million of current year catastrophe losses for the three months ended June 30, 2025 primarily related to development on the first quarter 2025 Myanmar earthquake ($7 million) and the 2025 U.S. Midwest convective storms ($5 million). The $15 million of current year catastrophe losses for the three months ended June 30, 2024 related to the 2024 second quarter U.S. convective storms ($12 million), the 2024 Taiwan earthquake ($2 million) and the 2024 Germany floods ($1 million).

Incurred losses and LAE increased by 12.7% to $1.3 billion for the six months ended June 30, 2025, compared to $1.1 billion for the six months ended June 30, 2024. The increase was mainly due to an increase of $144 million in current year attritional losses and an increase in current year catastrophe losses of $1 million. The increase in current year attritional losses was primarily due to the impact of the increase in premiums earned and strengthening of loss selections in casualty lines, partially offset by changes in mix of business. The current year catastrophe losses of $20 million for the six months ended June 30, 2025 related primarily to the first quarter 2025 Myanmar earthquake ($9 million), the 2025 Southern

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California wildfires ($7 million) and the 2025 U.S. Midwest convective storms ($5 million). The $20 million of current year catastrophe losses for the six months ended June 30, 2024 related to the 2024 second quarter U.S. convective storms ($12 million), the 2024 Baltimore bridge collapse ($4 million), the 2024 Taiwan earthquake ($2 million) and the 2024 Germany floods ($1 million).

Segment Expenses. Commission and brokerage expenses increased by 8.9% to $121 million for the three months ended June 30, 2025, compared to $111 million for the three months ended June 30, 2024. Commission and brokerage expenses increased by 8.6% to $233 million for the six months ended June 30, 2025, compared to $215 million for the six months ended June 30, 2024. The increases were mainly due to changes in the mix of business.

Segment other underwriting expenses increased to $174 million for the three months ended June 30, 2025, compared to $154 million for the three months ended June 30, 2024. Segment other underwriting expenses increased to $339 million for the six months ended June 30, 2025, compared to $300 million for the six months ended June 30, 2024. These increases were mainly due to the impact of the increase in premiums earned and increased expenses related to the continued investment of the international insurance platform.

Other.

The Other segment includes the results of our sports and leisure business sold in October 2024, consisting of policies written prior to the sale and polices renewed and certain new business written on the Company’s paper post-sale. It also includes run-off A&E exposures, certain discontinued insurance programs primarily written prior to 2012 and certain discontinued insurance and reinsurance coverage classes. The Other segment does not generally sell insurance or reinsurance products but is responsible for the management of existing policies and settlement of related losses.

The following table presents the underwriting results and ratios for the Other segment for the periods indicated:

			Three Months Ended June 30,																								Six Months Ended June 30,
(Dollars in millions)			2025						2024						Variance						% Change						2025						2024						Variance						% Change
Gross written premiums			$	22					$	57					$	(34)					(60.5)		%				$	50					$	133					$	(83)					(62.4)		%
Net written premiums			20						42						(23)						(53.5)		%				47						103						(56)						(54.6)		%
Premiums earned			$	35					$	52					$	(17)					(33.2)		%				$	67					$	104					$	(37)					(35.2)		%
Incurred losses and LAE			58						39						18						46.5		%				87						85						2						2.3		%
Commission and brokerage			7						7						—						1.3		%				11						13						(2)						(17.3)		%
Other underwriting expenses			3						8						(5)						(58.5)		%				6						16						(10)						(63.6)		%
Underwriting gain (loss)			$	(33)					$	(2)					$	(31)					NM						$	(36)					$	(10)					$	(26)					NM

Premiums. Gross written premiums decreased by 60.5% to $22 million for the three months ended June 30, 2025, compared to $57 million for the three months ended June 30, 2024. Gross written premiums decreased by 62.4% to $50 million for the six months ended June 30, 2025, compared to $133 million for the six months ended June 30, 2024.

Net written premiums decreased by 53.5% to $20 million for the three months ended June 30, 2025, compared to $42 million for the three months ended June 30, 2024. Net written premiums decreased by 54.6% to $47 million for the six months ended June 30, 2025, compared to $103 million for the six months ended June 30, 2024.

Premiums earned decreased by 33.2% to $35 million for the three months ended June 30, 2025, compared to $52 million for the three months ended June 30, 2024. Premiums earned decreased by 35.2% to $67 million for the six months ended June 30, 2025, compared to $104 million for the six months ended June 30, 2024.

Incurred Losses and LAE. Incurred losses and LAE increased by 46.5% to $58 million for the three months ended June 30, 2025, compared to $39 million for the three months ended June 30, 2024. Incurred losses and LAE increased by 2.3% to $87 million for the six months ended June 30, 2025, compared to $85 million for the six months ended June 30, 2024. The increase in incurred losses was due to $20 million of catastrophe losses related to the sports and leisure business and a $20 million strengthening of reserves on the current accident year on lines within this segment.

FINANCIAL CONDITION

Investments. Total investments were $42.4 billion at June 30, 2025, an increase of $2.4 billion compared to $40.0 billion at December 31, 2024. The rise in investments was primarily related to an increase in fixed maturities - available for sale

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due to an overall net purchase of $3.4 billion, partially offset by a decrease in short-term investment due to an overall net sale of $2.3 billion during the six months ended June 30, 2025.

The Company’s limited partnership investments are comprised of limited partnerships that invest in private equity, private credit and private real estate. Generally, the limited partnerships are reported on a month or quarter lag. We receive annual audited financial statements for all the limited partnerships, which are prepared using fair value accounting in accordance with Financial Accounting Standards Board guidance. For the quarterly reports, the Company reviews the financial reports for any unusual changes in carrying value. If the Company becomes aware of a significant decline in value during the lag reporting period, the loss will be recorded in the period in which the Company identifies the decline.

The table below summarizes the composition and characteristics of our investment portfolio for the periods indicated.

			At June 30, 2025						At December 31, 2024
Fixed income portfolio duration (years)			3.4						3.1
Fixed income composite credit quality			AA-						AA-

Reinsurance Recoverables.

Reinsurance recoverables for both paid and unpaid losses totaled $3.5 billion and $3.1 billion at June 30, 2025 and December 31, 2024, respectively. At June 30, 2025, $411 million, or 11.7%, was receivable from Mt. Logan Re collateralized segregated accounts; $341 million, or 9.7%, was receivable from Munich Reinsurance America, Inc. and $253 million, or 7.2% was receivable from Endurance Assurance Corporation. No other retrocessionaire accounted for more than 5% of our recoverables.

Loss and LAE Reserves. Gross loss and LAE reserves totaled $32.5 billion and $29.9 billion at June 30, 2025 and December 31, 2024, respectively.

The following tables summarize gross outstanding loss and LAE reserves by segment, classified by case reserves and Incurred But Not Reported (“IBNR”) reserves, for the periods indicated.

			At June 30, 2025
(Dollars in millions)			Case Reserves						IBNR Reserves						Total Reserves						% of Total
Reinsurance			$	7,082					$	14,809					$	21,891					67.4		%
Insurance			2,559						6,714						9,273						28.6		%
Other (1)			373						939						1,312						4.0		%
Total			$	10,013					$	22,463					$	32,476					100.0		%

(Some amounts may not reconcile due to rounding.)

(1) Reserves for A&E exposures are included within Other. At June 30, 2025, A&E Case and IBNR reserves totaled $149 million and $92 million, respectively.

			At December 31, 2024
(Dollars in millions)			Case Reserves						IBNR Reserves						Total Reserves						% of Total
Reinsurance			$	6,591					$	13,117					$	19,708					65.9		%
Insurance			2,289						6,552						8,841						29.6		%
Other (1)			389						950						1,340						4.5		%
Total			$	9,270					$	20,619					$	29,889					100.0		%

(Some amounts may not reconcile due to rounding.)

(1) Reserves for A&E exposures are included within Other. At December 31, 2024, A&E Case and IBNR reserves totaled $149 million and $111 million, respectively.

Changes in premiums earned and business mix, reserve re-estimations, catastrophe losses and changes in catastrophe loss reserves and claim settlement activity all impact loss and LAE reserves by segment and in total.

Our carried loss and LAE reserves represent management’s best estimate of our ultimate liability for unpaid claims. We continuously re-evaluate our reserves, including re-estimates of prior period reserves, taking into consideration all available information and, in particular, newly reported loss and claim experience. Changes in reserves resulting from

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such re-evaluations are reflected in incurred losses in the period when the re-evaluation is made. Our analytical methods and processes operate at multiple levels, including individual contracts, groupings of like contracts, classes and lines of business, internal business units, segments, accident years, legal entities, and in the aggregate. In order to set appropriate reserves, we make qualitative and quantitative analyses and judgments at these various levels. We utilize actuarial science, business expertise and management judgment in a manner intended to ensure the accuracy and consistency of our reserving practices. Management’s best estimate is developed through collaboration with actuarial, underwriting, claims, legal and finance departments and culminates with the input of reserve committees. Each segment reserve committee includes the participation of the relevant parties from actuarial, finance, claims and segment senior management and has the responsibility for recommending and approving management’s best estimate. Reserves are further reviewed by Everest’s Chief Reserving Actuary and senior management. The objective of this process is to determine a single best estimate viewed by management to be the best estimate of its ultimate loss liability. Nevertheless, our reserves are estimates and are subject to variation, which may be significant.

There can be no assurance that reserves for, and losses from, claim obligations will not increase in the future, possibly by a material amount. However, we believe that our existing reserves and reserving methodologies lessen the probability that any such increase would have a material adverse effect on our financial condition, results of operations or cash flows.

Asbestos and Environmental Exposures. A&E exposures represent a separate exposure group for monitoring and evaluating reserve adequacy. The results of run-off A&E exposures are included within the Company’s Other segment. The following table summarizes the outstanding loss reserves with respect to A&E reserves on both a gross and net of retrocessions basis for the periods indicated.

			At June 30,						At December 31,
(Dollars in millions)			2025						2024
Gross reserves			$	241					$	260
Ceded reserves			(18)						(17)
Net reserves			$	223					$	242

(Some amounts may not reconcile due to rounding.)

With respect to asbestos only, at June 30, 2025, we had net asbestos loss reserves of $198 million, or 88.8%, of total net A&E reserves, all of which was for assumed business. At June 30, 2025, we had gross asbestos loss reserves of $216 million, or 89.6% of total gross A&E reserves, all of which was for assumed business.

Ultimate loss projections for A&E liabilities cannot be accomplished using standard actuarial techniques. We believe that our A&E reserves represent management’s best estimate of the ultimate liability; however, there can be no assurance that ultimate loss payments will not exceed such reserves, perhaps by a significant amount.

Industry analysts use the “survival ratio” to compare the A&E reserves among companies with such liabilities. The survival ratio is typically calculated by dividing a company’s current net reserves by the three-year average of annual paid losses. Hence, the survival ratio equals the number of years that it would take to exhaust the current reserves if future loss payments were to continue at historical levels. Using this measurement, our net three-year asbestos survival ratio was 6.7 years at June 30, 2025. These metrics can be skewed by individual large settlements occurring in the prior three years and therefore may not be indicative of the timing of future payments.

LIQUIDITY AND CAPITAL RESOURCES

Capital. Shareholders’ equity at June 30, 2025 and December 31, 2024 was $15.0 billion and $13.9 billion, respectively. Management’s objective in managing capital is to ensure that the Company’s overall capital level, as well as the capital levels of its operating subsidiaries, exceed the amounts required by regulators, the amount needed to support our current financial strength ratings from rating agencies and our own economic capital models. The Company’s capital has historically exceeded these benchmark levels.

Our two main operating companies, Everest Reinsurance (Bermuda) Ltd. (“Bermuda Re”) and Everest Reinsurance Company (“Everest Re”), are regulated by the Bermuda Monetary Authority and the State of Delaware’s Department of Insurance, respectively. Both regulatory bodies have their own capital adequacy models based on statutory capital as opposed to GAAP basis equity. Failure to meet the required statutory capital levels could result in various regulatory restrictions, including restrictions on business activity and the payment of dividends to their parent companies.

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The regulatory targeted capital and the actual statutory capital for Bermuda Re and Everest Re were as follows:

			Bermuda Re (1)												Everest Re (2)
			At December 31,												At December 31,
(Dollars in millions)			2024						2023						2024						2023
Regulatory targeted capital			$	3,151					$	2,669					$	4,799					$	4,242
Actual capital			$	4,323					$	3,711					$	8,126					$	6,963

(1) Regulatory targeted capital represents the target capital level from the applicable year's Bermuda Solvency Capital Requirement calculation.

(2) Regulatory targeted capital represents 200% of the Risk Based Capital authorized control level calculation for the applicable year.

Our financial strength ratings, as determined by A.M. Best, S&P and Moody’s, are important, as they provide our customers and investors with an independent assessment of our financial strength using a rating scale that provides for relative comparisons. We continue to possess significant financial flexibility and access to debt and equity markets as a result of our financial strength, as evidenced by the financial strength ratings assigned by independent rating agencies.

We maintain our own economic capital models to monitor and project our overall capital, as well as the capital at our operating subsidiaries. A key input to the economic models is projected income, and this input is continually compared to actual results, which may require a change in the capital strategy.

We model our potential exposure to catastrophe losses arising from a single event. Projected catastrophe losses are generally summarized in terms of probable maximum loss (“PML”). A full discussion on PMLs is included in our December 31, 2024 Form 10-K filing in Part 2, Item 7 (MD&A) in “Liquidity and Capital Resources” section. We focus on the projected net economic loss from a catastrophe in a given zone as compared to our shareholders’ equity. Economic loss is the PML exposure, net of third party reinsurance, reduced by estimated reinstatement premiums to renew coverage and estimated income taxes. In our December 31, 2024 Form 10-K, we reported that our projected net economic loss from our largest projected 100-year event represented approximately 11.0% of our December 31, 2024 shareholders’ equity. During the first half of 2025, our net exposure to catastrophes has changed due to the market conditions and business decisions. As a result, our projected net economic loss from our largest 100-year event in a given zone represents approximately 12.2% of our June 30, 2025 shareholders’ equity.

The table below reflects the Company’s PML exposure, net of third party reinsurance at various return periods for its top zones/perils (as ranked by largest 1 in 100 year economic loss) based on projection data as of July 1, 2025.

Return Periods (in years)			1 in 20						1 in 50						1 in 100						1 in 250						1 in 500
Exceeding Probability			5.0%						2.0%						1.0%						0.4%						0.2%
(Dollars in millions)
Zone/Peril
Southeast U.S., Wind			$	1,194					$	2,045					$	2,599					$	3,107					$	3,367
California, Earthquake			258						1,178						2,219						2,790						3,335
Texas, Wind			264						606						1,100						2,097						2,954

The projected economic losses, defined as PML exposures, net of third party reinsurance, reinstatement premiums and estimated income taxes, for the top zones/perils scheduled are as follows:

Return Periods (in years)			1 in 20						1 in 50						1 in 100						1 in 250						1 in 500
Exceeding Probability			5.0%						2.0%						1.0%						0.4%						0.2%
(Dollars in millions)
Zone/Peril
Southeast U.S., Wind			$	824					$	1,448					$	1,830					$	2,187					$	2,383
California, Earthquake			201						868						1,634						2,064						2,451
Texas, Wind			197						448						781						1,485						2,102

For the six months ended June 30, 2025, we repurchased 1,154,883 of our common shares at a cost of $400 million in the open market and paid $169 million in common share dividends to enhance long-term expected returns to our shareholders. During fiscal year 2024, we repurchased 536,469 of our common shares at a cost of $200 million in the open market and paid $334 million in common share dividends. From time to time, we may enter into a Rule 10b5-1 repurchase plan to facilitate the repurchase of shares, repurchase shares in open market transactions, privately

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negotiated transactions or otherwise. On November 7, 2024, our existing Board authorization to purchase up to 32 million of our shares was increased by 10 million shares to authorize the purchase of up to 42 million shares. As of June 30, 2025, we had repurchased 32.5 million shares under this authorization. During the second quarter of 2025, the Company’s Board of Directors declared a quarterly common stock dividend of $2.00 per share. The common stock dividend was paid on June 13, 2025 for holders of record as of May 28, 2025.

We may continue, from time to time, to seek to retire portions of our outstanding debt securities through cash repurchases, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will be subject to and depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material.

Liquidity. Our liquidity requirements are generally met from positive cash flow from operations. Positive cash flow results from reinsurance and insurance premiums being collected prior to disbursements for claims, with disbursements generally taking place over an extended period after the collection of premiums, sometimes a period of many years. Collected premiums are generally invested, prior to their use in such disbursements, and investment income provides additional funding for loss payments. Our net cash flows from operating activities were $2.0 billion and $2.4 billion for the six months ended June 30, 2025 and 2024, respectively. Additionally, these cash flows reflected net catastrophe loss payments of $481 million and $365 million for the six months ended June 30, 2025 and 2024, respectively, and net tax payments of $16 million and $203 million for the six months ended June 30, 2025 and 2024, respectively.

If disbursements for losses and LAE, policy acquisition costs and other operating expenses were to exceed premium inflows, cash flow from reinsurance and insurance operations would be negative. The effect on cash flow from insurance operations would be partially offset by cash flow from investment income. Additionally, cash inflows from investment maturities of both short-term investments and longer-term maturities are available to supplement other operating cash flows. We do not expect to supplement negative insurance operations cash flows with investment dispositions.

As the timing of payments for losses and LAE cannot be predicted with certainty, we maintain portfolios of long-term invested assets with varying maturities, along with short-term investments that provide additional liquidity for payment of claims. At June 30, 2025 and December 31, 2024, we held cash and short-term investments of $4.4 billion and $6.3 billion, respectively. Our short-term investments are generally readily marketable and can be converted to cash. In addition to these cash and short-term investments, at June 30, 2025, we had $1.2 billion of fixed maturity securities - available for sale maturing within one year or less, $11.1 billion maturing within one to five years and $7.7 billion maturing after five years. We believe that these fixed maturity securities, in conjunction with the short-term investments and positive cash flow from operations, provide ample sources of liquidity for the expected payment of losses and LAE in the near future. We do not anticipate selling a significant amount of securities to pay losses and LAE. At June 30, 2025, we had $287 million of net pre-tax unrealized depreciation related to fixed maturity - available for sale securities, comprised of $870 million of pre-tax unrealized depreciation and $583 million of pre-tax unrealized appreciation.

Management generally expects annual positive cash flow from operations. However, given catastrophic events observed in recent periods, cash flow from operations may decline and could become negative in the near term as significant claim payments are made related to the catastrophes. However, as indicated above, the Company has access to ample liquidity to settle its catastrophe claims and also may receive payments under the catastrophe bond program and the Mt. Logan Re collateralized reinsurance arrangement.

In addition to our cash flows from operations and liquid investments, Everest Re is a member of the Federal Home Loan Bank of New York (“FHLBNY”), which allows Everest Re to borrow up to 10% of its statutory admitted assets. As of June 30, 2025, Everest Re had statutory admitted assets of approximately $32.4 billion which provides borrowing capacity of up to approximately $3.2 billion. As of June 30, 2025, Everest Re had $1.0 billion of borrowings outstanding, which begin to expire in 2025. See Note 7 – Credit Facilities to the Notes to the consolidated financial statements in Part I, Item I of this Form 10-Q for further details.

Market Sensitive Instruments.

U.S. Securities and Exchange Commission (the “SEC”) Registrants are required to clarify and expand upon the existing financial statement disclosure requirements for derivative financial instruments, derivative commodity instruments and other financial instruments (collectively, “market sensitive instruments”). We do not generally enter into market sensitive instruments for trading purposes.

Our current investment strategy seeks to maximize after-tax income through a high quality, diversified, fixed maturity portfolio, while maintaining an adequate level of liquidity. Our mix of investments is adjusted periodically, consistent

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with our current and projected operating results and market conditions. The fixed maturity securities in the investment portfolio are comprised of available for sale and held to maturity securities. Additionally, we have invested in equity securities.

The overall investment strategy considers the scope of present and anticipated Company operations. In particular, estimates of the financial impact resulting from non-investment asset and liability transactions, together with our capital structure and other factors, are used to develop a net liability analysis. This analysis includes estimated payout characteristics for which our investments provide liquidity. This analysis is considered in the development of specific investment strategies for asset allocation, duration and credit quality. The change in overall market sensitive risk exposure principally reflects the asset changes that took place during the period.

Interest Rate Risk. Our $44.3 billion cash and invested assets portfolio at June 30, 2025 is principally comprised of fixed maturity securities, which are generally subject to interest rate risk and some foreign currency exchange rate risk, and some equity securities, which are subject to price fluctuations and some foreign exchange rate risk. The overall economic impact of the foreign exchange risks on the investment portfolio is partially mitigated by changes in the dollar value of foreign currency denominated liabilities and their associated income statement impact.

Interest rate risk is the potential change in value of the fixed maturity securities portfolio from a change in market interest rates. In a declining interest rate environment, interest rate risk includes prepayment risk on the $8.1 billion of mortgage-backed securities in the $34.1 billion fixed maturity portfolio. Prepayment risk results from potential accelerated principal payments that shorten the average life, and thus, the expected yield of the security.

The table below displays the potential impact of market value fluctuations and after-tax unrealized appreciation on our fixed maturity portfolio (including $2.5 billion of short-term investments) for the period indicated based on upward and downward parallel and immediate 100 and 200 basis point shifts in interest rates. For legal entities with a U.S. dollar functional currency, this modeling was performed on each security individually. To generate appropriate price estimates on mortgage-backed securities, changes in prepayment expectations under different interest rate environments were taken into account. For legal entities with a non-U.S. dollar functional currency, the effective duration of the involved portfolio of securities was used as a proxy for the market value change under the various interest rate change scenarios.

			Impact of Interest Rate Shift in Basis Points At June 30, 2025
			-200						-100						0						100						200
(Dollars in millions)
Total Fair Value			$	39,192					$	37,905					$	36,619					$	35,333					$	34,046
Fair Value Change from Base (%)			7.0%						3.5%						—%						(3.5)%						(7.0)%
Change in Unrealized Appreciation
After-tax from Base ($)			$	2,081					$	1,041					$	—					$	(1,041)					$	(2,081)

We had $32.5 billion and $29.9 billion of gross reserves for losses and LAE as of June 30, 2025 and December 31, 2024, respectively. These amounts are recorded at their nominal value, as opposed to present value, which would reflect a discount adjustment to reflect the time value of money. Since losses are paid out over a period of time, the present value of the reserves is less than the nominal value. As interest rates rise, the present value of the reserves decreases and, conversely, as interest rates decline, the present value increases. These movements are similar to the interest rate impacts on the fair value of investments held. While the difference between present value and nominal value is not reflected in our financial statements, our financial results will include investment income over time from the investment portfolio until the claims are paid. Our loss and loss reserve obligations have an expected duration of approximately 4.0 years, which is reasonably consistent with our fixed income portfolio. If we were to discount our loss and LAE reserves, net of ceded reserves, the discount would be approximately $5.1 billion resulting in a discounted reserve balance of approximately $24.2 billion, representing approximately 66.0% of the value of the fixed maturity investment portfolio funds.

Foreign Currency Risk. Foreign currency risk is the potential change in value, income and cash flow arising from adverse changes in foreign currency exchange rates. Each of our non-U.S./Bermuda operations maintains capital in the currency of the country of its geographic location consistent with local regulatory guidelines. Our operating entities may conduct business in local currency, as well as the currency of other countries in which they operate. The primary foreign currency exposures for these operations are the British Pound Sterling, the Canadian Dollar, the Euro and the Singapore Dollar. We mitigate foreign exchange exposure by generally matching the currency and duration of our assets to our corresponding operating liabilities. In accordance with GAAP guidance, the impact on the fair value of available for sale

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fixed maturities due to changes in foreign currency exchange rates, in relation to functional currency, is reflected as part of other comprehensive income. Conversely, the impact of changes in foreign currency exchange rates, in relation to functional currency, on other assets and liabilities is reflected through net income as a component of other income (expense). In addition, we translate the assets, liabilities and income of non-U.S. dollar functional currency legal entities to the U.S. dollar. This translation amount is reported as a component of other comprehensive income.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Instruments. See “Liquidity and Capital Resources - Market Sensitive Instruments” in Part I – Item 2 of this Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our management carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the quarter covered by this report.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance and reinsurance agreements. In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights. These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, the Company believes that its positions are legally and commercially reasonable. The Company considers the statuses of these proceedings when determining its reserves for unpaid loss and LAE.

Aside from litigation and arbitrations related to these insurance and reinsurance agreements, the Company is not a party to any other material litigation or arbitration.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 1A. “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities.

Issuer Purchases of Equity Securities
			(a)			(b)			(c)			(d)
Period			Total Number of Shares (or Units) Purchased (2)			Average Price Paid per Share (or Unit)			Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs			Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)
April 1 - 30, 2025			69			$	344.81		—			10,118,439
May 1 - 31, 2025			509,392			$	343.97		508,763			9,609,676
June 1 - 30, 2025			72,568			$	346.69		72,120			9,537,556
Total			582,029			$	—		580,883			9,537,556

(1) On November 7, 2024, the Company’s Board approved an amendment to the share repurchase program authorizing the Company and/or its subsidiary Holdings, to purchase up to an additional 10.0 million shares to a current aggregate of 42.0 million of the Company’s shares (recognizing that the number of shares authorized for repurchase has been reduced by those shares that have already been purchased) in open market transactions, privately negotiated transactions or both. As of June 30, 2025, the Company and/or its subsidiary Holdings have repurchased 32.5 million of the Company’s shares.

(2) Shares that have not been repurchased through a publicly announced plan or program consist of shares repurchased by the Company from employees in order to satisfy tax withholding obligations on vestings and/or settlements of share-based compensation awards.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, during the fiscal quarter ended June 30, 2025.

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ITEM 6. EXHIBITS

Exhibit Index
Exhibit No.						Description
3.1						Bye-laws of Everest Group, Ltd., as amended May 14, 2025
10.1*						Amendment to Bermuda Re Wells Fargo Bilateral Letter of Credit Facility, effective June 9, 2025
31.1						Section 302 Certification of James Williamson
31.2						Section 302 Certification of Mark Kociancic
32.1						Section 906 Certification of James Williamson and Mark Kociancic
101.INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema
101.CAL						XBRL Taxonomy Extension Calculation Linkbase
101.DEF						XBRL Taxonomy Extension Definition Linkbase
101.LAB						XBRL Taxonomy Extension Labels Linkbase
101.PRE						XBRL Taxonomy Extension Presentation Linkbase
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herewith

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Everest Group, Ltd.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Everest Group, Ltd.
			(Registrant)
			/S/ MARK KOCIANCIC
			Mark Kociancic
			Executive Vice President and Chief Financial Officer
			(Duly Authorized Officer and Principal Financial Officer)

Dated: August 1, 2025

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B Y E - L A W S of EVEREST GROUP, LTD. (as adopted with effect on February 22, 2000, as amended May 14, 2008, May 18, 2011, July 10, 2023; and May 14, 2025)

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i TABLE OF CONTENTS INTERPRETATION .................................................................................................................................... 1 1. INTERPRETATION .............................................................................................................................. 1 BOARD OF DIRECTORS .......................................................................................................................... 5 2. BOARD OF DIRECTORS ...................................................................................................................... 5 3. MANAGEMENT OF THE COMPANY ..................................................................................................... 5 4. POWER TO APPOINT MANAGING DIRECTOR OR CHIEF EXECUTIVE OFFICER ........................................ 6 5. POWER TO APPOINT MANAGER .......................................................................................................... 6 6. POWER TO AUTHORISE SPECIFIC ACTIONS ......................................................................................... 6 7. POWER TO APPOINT ATTORNEY ......................................................................................................... 6 8. POWER TO DELEGATE TO A COMMITTEE ............................................................................................ 6 9. POWER TO APPOINT AND DISMISS EMPLOYEES .................................................................................. 7 10. POWER TO BORROW AND CHARGE PROPERTY .................................................................................... 7 DIRECTORS ................................................................................................................................................ 8 11. ELECTION OF DIRECTORS .................................................................................................................. 8 12. NOMINATIONS PROPOSED BY MEMBERS ........................................................................................... 8 13. DEFECTS IN APPOINTMENT OF DIRECTORS ........................................................................................ 9 14. ALTERNATE DIRECTORS ................................................................................................................... 9 15. REMOVAL OF DIRECTORS ................................................................................................................10 16. VACANCIES ON THE BOARD .............................................................................................................10 17. NOTICE OF MEETINGS OF THE BOARD ..............................................................................................11 18. QUORUM AT MEETINGS OF THE BOARD ............................................................................................11 19. MEETINGS OF THE BOARD................................................................................................................11 20. UNANIMOUS WRITTEN RESOLUTIONS ...............................................................................................12 21. CONTRACTS AND DISCLOSURE OF DIRECTORS’ INTERESTS ..............................................................12 22. REMUNERATION OF DIRECTORS .......................................................................................................12 OFFICERS ...................................................................................................................................................13 23. OFFICERS OF THE COMPANY ............................................................................................................13 24. APPOINTMENT OF OFFICERS.............................................................................................................13 25. REMUNERATION OF OFFICERS ..........................................................................................................13 26. DUTIES OF OFFICERS ........................................................................................................................13 27. CHAIRMAN OF MEETINGS .................................................................................................................13 28. REGISTER OF DIRECTORS AND OFFICERS .........................................................................................13 MINUTES ....................................................................................................................................................13 29. OBLIGATIONS OF BOARD TO KEEP MINUTES .....................................................................................13 INDEMNITY ...............................................................................................................................................14 30. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY ...............................................14 31. WAIVER OF CLAIM ...........................................................................................................................15 MEETINGS .................................................................................................................................................16 32. NOTICE OF ANNUAL GENERAL MEETING ...........................................................................................16 33. NOTICE OF SPECIAL GENERAL MEETING ...........................................................................................16 34. ACCIDENTAL OMISSION OF NOTICE OF GENERAL MEETING ...............................................................16 35. MEETING CALLED ON REQUISITION OF MEMBERS ............................................................................16 36. SHORT NOTICE .................................................................................................................................16 37. POSTPONEMENT OF MEETINGS .........................................................................................................17 38. QUORUM FOR GENERAL MEETING ....................................................................................................17 39. ADJOURNMENT OF MEETINGS ..........................................................................................................17 40. BUSINESS TO BE CONDUCTED AT MEETINGS .....................................................................................17 41. ATTENDANCE AT MEETINGS .............................................................................................................18

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ii 42. WRITTEN RESOLUTIONS ...................................................................................................................18 43. ATTENDANCE OF DIRECTORS ...........................................................................................................18 44. VOTING AT MEETINGS ......................................................................................................................18 45. VOTING ON SHOW OF HANDS ............................................................................................................19 46. DECISION OF CHAIRMAN ..................................................................................................................19 47. DEMAND FOR A POLL .......................................................................................................................19 48. SENIORITY OF JOINT HOLDERS VOTING ............................................................................................20 49. INSTRUMENT OF PROXY ...................................................................................................................20 50. REPRESENTATION OF CORPORATIONS AT MEETINGS ........................................................................22 SHARE CAPITAL AND SHARES ............................................................................................................22 51. AUTHORISATION OF SHARES ............................................................................................................22 52. LIMITATION ON VOTING RIGHTS OF CONTROLLED SHARES ...............................................................23 53. LIMITATIONS ON THE POWER TO ISSUE SHARES ................................................................................24 54. VARIATION OF RIGHTS AND ALTERATION OF SHARE CAPITAL ..........................................................25 55. PURCHASE OF SHARES BY COMPANY ...............................................................................................25 56. REGISTERED HOLDER OF SHARES .....................................................................................................27 57. DEATH OF A JOINT HOLDER ..............................................................................................................28 58. SHARE CERTIFICATES .......................................................................................................................28 REGISTER OF MEMBERS ......................................................................................................................28 59. CONTENTS OF REGISTER OF MEMBERS ............................................................................................28 60. INSPECTION OF REGISTER OF MEMBERS...........................................................................................28 61. SETTING OF RECORD DATE ...............................................................................................................29 TRANSFER OF SHARES ..........................................................................................................................29 62. INSTRUMENT OF TRANSFER ..............................................................................................................29 63. RESTRICTIONS ON TRANSFER ...........................................................................................................29 64. TRANSFERS BY JOINT HOLDERS ........................................................................................................31 TRANSMISSION OF SHARES .................................................................................................................31 65. REPRESENTATIVE OF DECEASED MEMBER .......................................................................................31 66. REGISTRATION ON DEATH OR BANKRUPTCY ....................................................................................31 67. REGISTRATION FEES ........................................................................................................................31 DIVIDENDS AND OTHER DISTRIBUTIONS .......................................................................................31 68. DECLARATION OF DIVIDENDS BY THE BOARD ..................................................................................31 69. OTHER DISTRIBUTIONS .....................................................................................................................32 70. RESERVE FUND ................................................................................................................................32 71. DEDUCTION OF AMOUNTS DUE TO THE COMPANY ...........................................................................32 72. UNCLAIMED DIVIDENDS ...................................................................................................................32 73. INTEREST ON DIVIDEND ....................................................................................................................32 CAPITALIZATION ....................................................................................................................................32 74. CAPITALIZATION ..............................................................................................................................32 ACCOUNTS AND FINANCIAL STATEMENTS ...................................................................................32 75. RECORDS OF ACCOUNT ....................................................................................................................32 76. FINANCIAL YEAR END ......................................................................................................................33 77. FINANCIAL STATEMENTS..................................................................................................................33 AUDIT ..........................................................................................................................................................33 78. APPOINTMENT OF AUDITOR .............................................................................................................33 79. REMUNERATION OF AUDITOR ..........................................................................................................33 80. VACATION OF OFFICE OF AUDITOR ..................................................................................................33 81. ACCESS TO BOOKS OF THE COMPANY ..............................................................................................33 82. REPORT OF THE AUDITOR ................................................................................................................33

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iii GRATUITIES, PENSIONS AND INSURANCE ......................................................................................34 83. BENEFITS .........................................................................................................................................34 84. INSURANCE ......................................................................................................................................34 85. LIMITATION ON ACCOUNTABILITY ...................................................................................................34 NOTICES .....................................................................................................................................................34 86. NOTICES TO MEMBERS OF THE COMPANY .......................................................................................34 87. NOTICES TO JOINT MEMBERS ...........................................................................................................35 88. SERVICE AND DELIVERY OF NOTICE .................................................................................................35 REGISTERED OFFICE .............................................................................................................................35 89. REGISTERED OFFICE ........................................................................................................................35 SEAL OF THE COMPANY .......................................................................................................................35 90. THE SEAL .........................................................................................................................................35 91. MANNER IN WHICH SEAL IS TO BE AFFIXED ......................................................................................35 92. DESTRUCTION OF DOCUMENTS ........................................................................................................35 UNTRACED MEMBERS ...........................................................................................................................36 93. SALE OF SHARES ..............................................................................................................................36 94. INSTRUMENT OF TRANSFER .............................................................................................................37 95. PROCEEDS OF SALE ..........................................................................................................................37 WINDING-UP .............................................................................................................................................37 96. DETERMINATION TO LIQUIDATE .......................................................................................................37 97. WINDING-UP/DISTRIBUTION BY LIQUIDATOR ...................................................................................38 ALTERATION OF BYE-LAWS ...............................................................................................................38 98. ALTERATION OF BYE-LAWS .............................................................................................................38

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BYE-LAWS OF EVEREST GROUP, LTD. (as adopted with effect on February 22, 2000, amended May 14, 2008, May 18, 2011, July 10, 2023; and May 14, 2025) INTERPRETATION 1. Interpretation (a) In these Bye-laws the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively: (i) “Act” means the Companies Act 1981 of Bermuda, as amended, or any Bermuda statute then in effect that has replaced such statute, and any reference in these Bye-laws to a provision of the Act means such provision as amended from time to time or any provision of a Bermuda law from time to time in effect that has replaced such provision; (ii) “Alternate Director” means an alternate Director appointed in accordance with these Bye-laws; (iii) “Auditor” includes any individual, company or partnership; (iv) “Board” means the Board of Directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the Directors present at a meeting of Directors at which there is a quorum; (v) “Business Day” means any day, other than a Saturday, a Sunday or any day on which banks in Hamilton, Bermuda or the City of New York, United States are authorised or obligated by law or executive order to close; (vi) “Code” means the United States Internal Revenue Code of 1986, as amended, or any United States federal statute then in effect that has replaced such statute, and any reference in these Bye-laws to a provision of the Code or a rule or regulation promulgated thereunder means such provision, rule or regulation as amended from time to time or any provision of a United States federal law, or any United States federal rule or regulation, from time to time in effect that has replaced such provision, rule or regulation;

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2 (vii) “Common Shares” means the common shares, initially having a par value U.S. $0.01 per share, of the Company and includes a fraction of a Common Share; (viii) “Company” means the company for which these Bye-laws are approved and confirmed; (ix) “Controlled Shares” of any Person means all shares of the issued and outstanding share capital of the Company owned by such Person, whether: (A) directly; (B) with respect to Persons who are U.S. Persons, by application of the attribution and constructive ownership rules of Sections 958(a) and 958(b) of the Code; (C) with respect to Persons who are U.S. Persons, by application of the attribution and constructive ownership rules of Sections 544 and 554 of the Code; or (D) beneficially within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder; (x) “Director” means a director of the Company and shall include an Alternate Director; (xi) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any United States federal statute from time to time in effect that has replaced such statute, and any reference in these Bye-laws to a provision of the Exchange Act or a rule or regulation promulgated thereunder means such provision, rule or regulation as amended from time to time or any provision of a United States federal law, or any United States federal rule or regulation, from time to time in effect that has replaced such provision, rule or regulation; (xii) “Fair Market Value” means, with respect to a redemption or purchase of any shares of the Company in accordance with these Bye-laws, (A) if such shares are listed on a securities exchange (or quoted in a securities quotation system), the average of the high and low sale (or bid) prices of such shares on such exchange (or in such quotation system), or, if such shares are listed on (or quoted in) more than one exchange (or quotation system), the average of the high and low sale (or bid) prices of the shares on the principal securities exchange (or quotation system) on which such shares are then traded, or, if such shares are not then listed on a securities exchange (or quotation system) but are traded in the over-the-counter market, the average of the latest bid and asked quotations for such shares in such market, in each case for the last 15 trading days immediately preceding the day on which notice of the redemption or purchase of such shares is sent pursuant to these Bye-laws or (B) if no such sales (or bid) prices or quotations are

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3 available because such shares are not publicly traded or otherwise, the fair value of such shares as determined by one independent nationally recognized investment banking firm chosen by the Board and reasonably satisfactory to the Member or Person whose shares are to be so repurchased by the Company, provided, that the calculation of the Fair Market Value of the shares made by such appointed investment banking firm (x) shall not include any discount relating to the absence of a public trading market for, or any transfer restrictions on, such shares and (y) such calculation shall be final and the fees and expenses stemming from such calculation shall be borne by the Company or its assignee, as the case may be; (xiii) “Investment Company” means a registered investment company pursuant to the Investment Company Act; (xiv) “Investment Company Act” means the United States Investment Company Act of 1940, as amended from time to time, or any federal statute from time to time in effect that has replaced such statute, and any reference in these Bye-laws to a provision of the Investment Company Act or a rule or regulation promulgated thereunder means such provision, rule or regulation as amended from time to time or any provision of a federal law, or any federal rule or regulation, from time to time in effect that has replaced such provision, rule or regulation; (xv) “Maximum Percentage” means, with respect to any Person, nine and nine-tenths percent (9.9%) or, if applicable, such other percentage as the Board shall have previously approved for such Person in accordance with these Bye-laws; (xvi) “Member” means the Person registered in the Register of Members as the holder of shares in the Company and, when two or more Persons are so registered as joint holders of shares, means the Person whose name stands first in the Register of Members as one of such joint holders or all of such Persons as the context so requires; (xvii) “notice” means written notice as further defined in these Bye-laws unless otherwise specifically stated; (xviii) “Officer” means any individual appointed by the Board to hold an office in the Company; (xix) “Person” means an individual, trust, estate, partnership, association, company, corporation, firm or other legal entity or enterprise; (xx) “Preferred Shares” means the preferred shares, initially having a par value U.S. $0.01 per share, of the Company and includes a fraction of a Preferred Share; (xxi) “Record Date” means the date referred to in Bye-law 61;

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4 (xxii) “Registered Office” means the office of the Company selected to be the registered office in accordance with the provisions of the Act and Bye-law 89; (xxiii) “Register of Directors and Officers” means the Register of Directors and Officers referred to in Bye-law 28; (xxiv) “Register of Members” means the Register of Members referred to in Bye-law 59; (xxv) “Repurchase Price” means the Fair Market Value of the shares to be redeemed or purchased on the date the Repurchase Notice (as defined in paragraph (b) of Bye-law 55) with respect thereto is sent by the Company; (xxvi) “Secretary” means the individual appointed to perform any or all the duties of secretary of the Company and includes any deputy, assistant or acting secretary; (xxvii) “Securities Act” means the United States Securities Act of 1933, as amended, or any United States federal statute from time to time in effect which has replaced such statute, and any reference in these Bye-laws to a provision of the Securities Act or a rule or regulation promulgated thereunder means such provision, rule or regulation as amended from time to time or any provision of a United States federal law, or any United States federal rule or regulation, from time to time in effect that has replaced such provision, rule or regulation; (xxviii)“share” means any share in the share capital of the Company; (xxix) “Treasury Share” means a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.” (xxx) “United States” means the United States of America and dependent territories or any part thereof; and (xxxi) “U.S. Person” means, except as otherwise indicated, an individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in the United States or under the laws of the United States or any political subdivision thereof, an estate whose income is includable in gross income for United States federal income tax purposes, regardless of its source, or a trust, if and only if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. Persons have the authority to control all substantial decisions of the trust. (b) In these Bye-laws, where not inconsistent with the context: (i) words denoting the plural number include the singular number and vice versa;

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5 (ii) words denoting the masculine gender include the feminine gender; (iii) the word: (A) “may” shall be construed as permissive; (B) “shall” shall be construed as imperative; and (iv) unless otherwise provided herein words or expressions defined in the Act shall bear the same meaning in these Bye-laws. (c) Expressions referring to writing or written shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic-mail and other modes of representing words in a legible and non-transitory form. (d) Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof. (e) In these Bye-laws, (i) powers of delegation shall not be restrictively construed but the widest interpretation shall be given thereto, (ii) the word “Board” in the context of the exercise of any power contained in these Bye-laws includes any committee consisting of one or more individuals appointed by the Board, any Director holding executive office and any local or divisional Board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated in accordance with these Bye-laws, (iii) no power of delegation shall be limited by the existence of any other power of delegation and (iv) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any Person who is for the time being authorised to exercise it under these Bye-laws or under another delegation of the powers. BOARD OF DIRECTORS 2. Board of Directors The business of the Company shall be managed and conducted by the Board. 3. Management of the Company (a) In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by statute or by these Bye-laws, required to be exercised by the Company in general meeting and the business and affairs of the Company shall be so controlled by the Board. The Board also may present any petition and make any application in connection with the winding up or liquidation of the Company. (b) No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made. (c) Subject to Section 39 of the Act, the Board may procure that the Company pays to Members or third parties all expenses incurred in promoting and incorporating the Company.

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6 (d) The Board may exercise all the powers of the Company to discontinue the Company to a named country or jurisdiction outside Bermuda pursuant to Section 132G of the Act. 4. Power to appoint managing director or chief executive officer The Board may from time to time appoint one or more Directors to the office of managing director or chief executive officer of the Company who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company. 5. Power to appoint manager Without limiting the provisions of Bye-law 4, the Board may appoint a Person or body of Persons to act as manager of all or some of the Company’s day to day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business. 6. Power to authorise specific actions The Board may from time to time and at any time authorise any Director, Officer or other Person or body of Persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company. 7. Power to appoint attorney The Board may from time to time and at any time by power of attorney appoint any Person or body of Persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period (or for an unspecified length of time) and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney’s personal seal with the same effect as the affixation of the seal of the Company. 8. Power to delegate to a committee The Board may delegate any of its powers to a committee of one or more individuals appointed by the Board (and the Board may appoint alternative committee members or authorise the members to appoint their own alternates), which committee may consist partly or entirely of non-Directors. Without limiting the foregoing, such committees may include: (a) an Executive Committee, which shall have all of the powers of the Board between meetings of the Board; (b) an Underwriting Committee, which shall, among other things, establish, review and monitor the underwriting policies of the Company’s subsidiary companies or other companies associated with the Company, review underwriting decisions, monitor any appointed underwriting services provider, advise the Board with respect to actuarial

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7 services, review actuarial decisions, monitor any provider of actuarial services and otherwise monitor the risks insured or reinsured by the Company’s subsidiary companies or other companies associated with the Company; (c) an Investment Committee, which shall, among other things, establish, review and monitor the investment policies of the Company and the Company’s subsidiary companies or other companies associated with the Company, review investment decisions and review and monitor any provider of investment services; (d) an Audit Committee, which shall, among other things, review the internal administrative and accounting controls of the Company and the Company’s subsidiary companies or other companies associated with the Company and recommend to the Board the appointment of independent auditors; (e) a Compensation Committee, which shall, among other things, establish and review the compensation of Officers and the compensation policies and procedures of the Company and the Company’s subsidiary companies or other companies associated with the Company; and (f) a Nominating Committee, which shall, among other things, propose to the Members or to continuing Directors, before any election of Directors by Members or the filling of any vacancy by the Board, a slate of director candidates equal in number to the vacancies to be filled (for purposes of paragraph (f) of this Bye-law 8 only, “Director” shall not include Alternate Director). All Board committees shall conform to such directions as the Board shall impose on them; provided, that each member shall have one vote, and each committee shall have the right as it deems appropriate to retain outside advisors and experts. Each committee may adopt rules for the conduct of its affairs, including rules governing the adoption of resolutions by unanimous written consent, and the place, time, and notice of meetings, as shall be advisable and as shall not be inconsistent with these Bye-laws regarding Board meetings or with any applicable resolution adopted by the Board. Each committee shall cause minutes to be made of all meetings of such committee and of the attendance thereat and shall cause such minutes and copies of resolutions adopted by unanimous consent to be promptly inscribed or incorporated by the Secretary in the minute book. 9. Power to appoint and dismiss employees The Board may appoint, suspend or remove any Officer, manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties. 10. Power to borrow and charge property The Board may exercise all the powers of the Company to borrow money, to assume, guarantee or otherwise become directly or indirectly liable for indebtedness for borrowed money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party.

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8 DIRECTORS 11. Election of Directors (a) The Board shall consist of not less than three and not more than 12 Directors, the exact number to be determined from time to time by resolution adopted by the affirmative vote of more than fifty percent (50%) of the Directors then in office; provided, that if no such resolution shall be in effect the number of Directors shall be six. Each Director shall be elected, except in the case of casual vacancy, by the Members in the manner set forth in paragraph (b) of this Bye-law 11 at the annual general meeting or any special general meeting called for the purpose and who shall hold office for the term set forth in paragraph (c) of this Bye-law 11. (b) Except as permitted under paragraph (d) of this Bye-law 11, no individual shall, unless recommended for election by the Board or any Nominating Committee of the Board, be eligible for election as a Director unless advance notice of the nomination of such individual shall have been given to the Company in the manner provided in Bye- law 12. (c) The Directors elected at the annual general meeting that is held in calendar year 2011 shall be elected for a term expiring at the annual general meeting that is held in calendar year 2014 or until such Directors’ successors shall have been duly elected or appointed or until such Directors’ successors shall have been duly elected or appointed or until such Director’s office is otherwise vacated. Commencing at the annual general meeting of Shareholders that is held in calendar year 2012, and at each annual general meeting thereafter, each Director then standing for election shall be elected annually for a term expiring at the next annual general meeting or until such Directors’ successors shall have been duly elected or appointed or until such Director’s office is otherwise vacated. Any Director already in office at the 2012 annual general meeting whose term expires at the annual general meeting of Shareholders to be held in calendar year 2013 or 2014 shall continue to hold office until the end of the term for which such Director was elected or until such Director’s successor shall have been duly elected or appointed or until such Director’s office is otherwise vacated. (d) Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Shares shall have the right, voting separately by class or series, to elect Directors at an annual or special general meeting, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the Board resolution creating such classes or series of Preferred Shares. (e) For the purposes of this Bye-law 11 only, “Director” shall not include an Alternate Director. 12. Nominations proposed by Members (a) If a Member desires to nominate one or more individuals for election as Directors at any general meeting duly called for the election of Directors, written notice of such Member’s intent to make such a nomination must be received by the Company at the Registered Office (or at such other place or places as the Board may otherwise specify from time to time for this purpose) not less than 120 days nor more than 150 days before the first anniversary of the date of the notice convening the Company’s annual general meeting of shareholders for the prior year. Such notice shall set forth (i)

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9 the name and address, as it appears in the Register of Members, of the Member who intends to make such nomination; (ii) a representation that the Member is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make such nomination; (iii) the class and number of shares of the Company which are held by the Member; (iv) the name and address of each individual to be nominated; (v) a description of all arrangements or understandings between the Member and any such nominee and any other person or persons (naming such person or persons) pursuant to which such nomination is to be made by the Member; (vi) such other information regarding any such nominee proposed by such Member as would be required to be included in a proxy statement filed pursuant to Regulation 14A under the Exchange Act, whether or not the Company is then subject to such Regulation; and (vii) the consent of any such nominee to serve as a Director, if so elected. The chairman of such general meeting shall, if the facts warrant, refuse to acknowledge a nomination that is not made in compliance with the procedure specified in this Bye-law 12, and any such nomination not properly brought before the meeting shall not be considered. 13. Defects in appointment of Directors All acts done bona fide by any meeting of the Board or by a committee of the Board or by any individual acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or individual acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such individual had been duly appointed and was qualified to be a Director. 14. Alternate Directors (a) Any Director may appoint an individual or individuals to act as a Director in the alternative to himself or herself by notice in writing received by the Company at the Registered Office (or at such other place or places as the Board may otherwise specify from time to time for this purpose). Any individual so appointed shall have all the rights and powers of the Director or Directors for whom such individual is appointed in the alternative; provided, that such individual shall not be counted more than once in determining whether or not a quorum is present. Any Director may, upon notice in writing received by the Company at the Registered Office (or at such other place or places as the Board may otherwise specify from time to time for this purpose), remove or replace any individual so appointed as his or her alternate with or without cause. (b) An Alternate Director shall be entitled to receive notice of all meetings of the Board and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed. (c) An Alternate Director shall be entitled to receive any proposed written resolutions being circulated among the Directors for signature and an Alternate Director may sign any written resolution in the absence of a Director for whom such Alternate Director was appointed. (d) An Alternate Director shall cease to be such if the Director for whom such Alternate Director was appointed ceases for any reason to be a Director but may be

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10 re-appointed as an alternate to the individual appointed to fill the vacancy in accordance with these Bye-laws. 15. Removal of Directors (a) The Members shall not be entitled to remove a Director other than for cause. (b) Subject to any provision to the contrary in these Bye-laws, the Members may, at any special general meeting convened for that purpose and held in accordance with these Bye-laws, remove any Director for cause with the sanction of a resolution passed by the holders of not less than fifty percent (50 %) of the issued and outstanding shares conferring the right to vote on such resolution; provided, that (i) the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than 14 days before the meeting and (ii) at such meeting such Director shall be entitled to be heard on the motion for such Director’s removal. (c) A vacancy on the Board created by the removal of a Director under the provisions of paragraph (a) of this Bye-law 15 may be filled by the Members at the meeting at which such Director is removed and, in the absence of such appointment, the Board may fill any such vacancy in accordance with Bye-law 16. A Director so appointed shall hold office for the balance of the term of such vacant Board position, or until such Director’s successor is elected or appointed or such Director’s office is otherwise vacated. 16. Vacancies on the Board (a) The Board shall have the power from time to time and at any time to appoint any individual as a Director to fill a vacancy on the Board occurring as the result of the death, disability, disqualification, resignation or removal of any Director or if such Director’s office is otherwise vacated and to appoint an Alternate Director to any Director so appointed. A Director so appointed shall hold office for the balance of the term of such vacant Board position or until such Director’s successor is elected or appointed or such Director’s office is otherwise vacated. (b) The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the minimum number necessary for the transaction of business at meetings of the Board, the continuing Directors or Director may, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Bye-laws as the quorum or that there is only one continuing Director, act for the purpose of (i) filling vacancies on the Board, (ii) summoning a general meeting of the Company or (iii) preserving the assets of the Company, but not for any other purpose. (c) The office of Director shall be vacated if the Director: (i) is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law; (ii) is or becomes bankrupt or makes any arrangement or composition with his creditors generally;

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11 (iii) is or becomes of unsound mind as determined by the Board in its sole discretion or dies; (iv) resigns his or her office by notice in writing to the Company. 17. Notice of meetings of the Board (a) The Chairman or Deputy Chairman, or any two Directors may, and the Secretary on the requisition of the Chairman, Deputy Chairman or any two Directors shall, at any time summon a meeting of the Board by not less than three Business Days’ notice in writing to each Director and Alternate Director, unless such Director or Alternate Director consents to shorter notice. (b) Notice of a meeting of the Board shall specify the general nature of the business to be considered at such meeting and shall be deemed to be duly given to a Director if it is given to such Director in person or otherwise communicated or sent to such Director by mail, courier service, cable, telex, telecopier, facsimile, electronic-mail or other mode of representing words in a legible and non-transitory form at such Director’s address in the Register of Directors and Officers or any other address given by such Director to the Company for this purpose. If such notice is sent by next-day courier, cable, telex, telecopier, facsimile or electronic-mail it shall be deemed to have been given the Business Day following the sending thereof and, if by registered mail, three Business Days following the sending thereof. (c) Meetings of the Board may be held within or outside of Bermuda and shall be held outside of the United States. 18. Quorum at meetings of the Board The quorum necessary for the transaction of business at a meeting of the Board shall be a majority of the Directors then in office, present in person or represented by an Alternate Director or another Director appointed in accordance with the provisions of Section 91A of the Act. 19. Meetings of the Board (a) The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. (b) Directors may participate in any meeting of the Board by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. No Director may participate in any such meeting of the Board while in the United States. (c) A resolution put to the vote at a duly constituted meeting of the Board at which a quorum is present and acting throughout shall be carried by the affirmative votes of a majority of the votes cast. Each Director shall have one vote on all matters put to the Board for resolution, except that in the case of an equality of votes the Chairman, if he or she is present (and if he or she is not present, the Deputy Chairman, if he or she is present), shall have a second or casting vote, otherwise no Director has a second or casting vote.

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12 20. Unanimous written resolutions A resolution in writing signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution. An Alternate Director may sign a resolution in writing in the stead of any Director for whom he or she has been appointed an Alternate Director. Any resolution in writing may be signed within or outside of the United States; provided, that the last Director or Alternate Director, as the case may be, to sign the resolution must sign outside of the United States. 21. Contracts and disclosure of Directors’ interests (a) Any Director, or any Director’s firm, partner or any company or enterprise with whom any Director is associated, may act in a professional capacity for the Company and such Director or such Director’s firm, partner or such company or enterprise shall be entitled to remuneration for professional services as if such Director were not a Director; provided, that nothing herein contained shall authorise a Director or Director’s firm, partner or such company to act as Auditor of the Company. (b) A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by the Act. (c) Following a declaration being made pursuant to this Bye-law 21, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or arrangement or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting. 22. Remuneration of Directors (a) The remuneration and benefits (if any) of the Directors, including without limitation, participation in any share option or incentive plan and loans (with the general or specific consent required by Section 96 of the Act) in connection therewith, shall be determined by the Board and shall be deemed to accrue from day to day. The Directors shall also be reimbursed for all travel, hotel and other expenses properly incurred by them in attending and returning from meetings of the Board, any committee appointed by the Board, general meetings of the Company, or in connection with the business of the Company or their duties as Directors generally. (b) A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his or her office of Director for such period on such terms as to remuneration and otherwise as the Board may determine. (c) The Board may award special remuneration and benefits to any Director undertaking any special work or services for, or undertaking any special mission on behalf of, the Company other than his or her ordinary routine work as a Director. Any fees paid to a Director who is also counsel or attorney to the Company, or otherwise serves it in a profession capacity, shall be in addition to his or her remuneration as a Director.

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13 OFFICERS 23. Officers of the Company The Officers of the Company shall consist of a President and Chief Executive Officer and Secretary and such additional Officers as the Board may from time to time determine to be necessary or advisable in the conduct of the affairs of the Company, all of whom shall be deemed to be Officers for the purposes of these Bye-laws. The same individual may hold two or more offices in the Company. 24. Appointment of Officers The Secretary and additional Officers, if any, shall be appointed by the Board from time to time; provided, that the President and Chief Executive Officer may appoint any Officer ranking equal or junior to a Vice President, and such appointee shall be deemed to be an Officer for the purposes of these Bye-laws. 25. Remuneration of Officers The Officers shall receive such remuneration as the Board may from time to time determine; provided, that the President and Chief Executive Officer shall be entitled to determine the remuneration for those Officers appointed by the President and Chief Executive Officer pursuant to Bye-law 24. 26. Duties of Officers The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them from time to time by these Bye-laws, or the Board or, in the case of those Officers appointed by the President and Chief Executive Officer pursuant to Bye-law 24, the President and Chief Executive Officer. 27. Chairman of meetings The Chairman shall act as chairman at all meetings of the Members and of the Board at which such individual is present. In his or her absence, the Deputy Chairman shall act as chairman and in the absence of both of them a chairman shall be appointed or elected by those present at the meeting and entitled to vote. 28. Register of Directors and Officers (a) The Board shall cause to be kept in one or more books at the Registered Office a Register of Directors and Officers and shall enter therein the particulars required by the Act. (b) The Register of Directors and Officers shall be open to inspection by Members at the Registered Office in compliance with the requirements of the Act, subject to such reasonable restrictions as the Board may impose. MINUTES 29. Obligations of Board to keep minutes (a) The Board shall cause minutes to be duly entered in books provided for the purpose:

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14 (i) of all elections and appointments of Officers; (ii) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and (iii) of all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board. (b) Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the Registered Office. INDEMNITY 30. Indemnification of Directors and Officers of the Company (a) The Company shall indemnify its Officers and Directors to the fullest extent possible except as prohibited under the Act. Without limiting the foregoing, the Directors, Secretary and other Officers (such term to include for the purposes of Bye- laws 30 and 31, any Alternate Director or Person appointed to any committee by the Board or any Person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan)) and employees of the Company acting in relation to any of the affairs of the Company and the liquidator or trustees (if any) acting in relation to any of the affairs of the Company, and every one of them, and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the Company (and the Company, in the discretion of the Board, may so indemnify and secure harmless a Person by reason of the fact that such Person was an agent of the Company or was serving at the request of the Company in any other capacity for or on behalf of the Company) from and against all actions, costs, charges, losses, damages and expenses (including, without limitation, attorneys’ fees) which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted (actual or alleged) in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, including, without limitation, any acts taken or omitted with regard to subsidiary companies of the Company, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for the acts of or the solvency or honesty of any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; provided, that this indemnity shall not extend to any matter prohibited by the Act. (b) Any indemnification under this Bye-law 30, unless ordered by a court, shall be made by the Company only as authorised in the specific case upon a determination that indemnification of such Person is proper in the circumstances because such Person has met the applicable standard of conduct set forth in paragraph (a) of this

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15 Bye-law 30. Such determination shall be made (i) by the Board by a majority vote of disinterested Directors or (ii) if a majority of the disinterested Directors so directs, by independent legal counsel in a written opinion or (iii) by the Members. (c) Expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by any Director, Secretary, other Officer or employee of the Company in defending any civil, criminal, administrative or investigative action, suit or proceeding or threat thereof for which indemnification is sought pursuant to paragraph (a) of this Bye-law 30 shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall be ultimately determined that such Person is not entitled to be indemnified by the Company as authorised in these Bye-laws or otherwise pursuant to applicable law; provided, that if it is determined by either (i) a majority vote of Directors who were not parties to such action, suit or proceeding or (ii) if a majority of the disinterested Directors so directs, by independent legal counsel in a written opinion, that there is no reasonable basis to believe that such Person is entitled to be indemnified by the Company as authorised in these Bye-laws or otherwise pursuant to applicable law, then no expense shall be advanced in accordance with this paragraph (c) of this Bye-law 30. The Company, in the discretion of the Board, may pay such expenses (including attorneys’ fees) incurred by agents of the Company or by Persons serving at the request of the Company in any other capacity for or on behalf of the Company upon the receipt of the aforesaid undertaking and such terms and conditions, if any, as the Board deems appropriate. (d) The indemnification and advancement of expenses provided in these Bye- laws shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may now or hereafter be entitled under any statute, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. (e) The indemnification and advancement of expenses provided by, or granted pursuant to, this Bye-law 30 shall, unless otherwise provided when authorised or ratified, continue as to a Person who has ceased to hold the position for which such Person is entitled to be indemnified or advanced expenses and shall inure to the benefit of the heirs, executors and administrators of such a Person. (f) The Company may purchase and maintain insurance to protect itself and any Director, Officer or other Person entitled to indemnification pursuant to this Bye-law to the fullest extent permitted by law. (g) No amendment or repeal of any provision of this Bye-law 30 shall alter, to the detriment of any Person, the right of such Person to the indemnification or advancement of expenses related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination. 31. Waiver of claim The Company and each Member agrees to waive any claim or right of action it might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his or her duties with or for

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16 the Company; provided, that such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director or Officer. MEETINGS 32. Notice of annual general meeting The annual general meeting of the Company shall be held in each year at such time and place as the Chairman, the Deputy Chairman or any two Directors or any Director and the Secretary or the Board shall appoint. At least five days written notice of such meeting shall be given to each Member entitled to vote thereat as at the relevant Record Date stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting. The annual general meeting may be held within or outside of Bermuda and shall be held outside of the United States. 33. Notice of special general meeting The Chairman, the Deputy Chairman or any two Directors or any Director and the Secretary or the Board may convene a special general meeting of the Company whenever in their judgment such a meeting is necessary, upon not less than five days’ written notice to each Member entitled to attend and vote thereat as at the relevant Record Date, which shall state the date, time, place and the general nature of the business to be considered at the meeting. Any special general meeting may be held within or outside of Bermuda and shall be held outside of the United States. 34. Accidental omission of notice of general meeting The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any Member entitled to receive notice shall not invalidate the proceedings at that meeting. 35. Meeting called on requisition of Members Notwithstanding anything herein, the Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings of the Company, forthwith proceed to convene a special general meeting of the Company and the provisions of Section 74 of the Act shall apply. 36. Short notice A general meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (a) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (b) a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five percent (95%) in nominal value of the shares conferring a right to attend and vote thereat in the case of a special general meeting.

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17 37. Postponement of meetings The Chairman or the Board may postpone any general meeting called in accordance with the provisions of these Bye-laws (other than a meeting requisitioned under Bye-law 35); provided, that notice of postponement is given before the time for such meeting to each Member entitled to attend and vote thereat as at the relevant Record Date for the meeting being postponed. Fresh notice of the date, time and place for the postponed meeting shall be given to each Member entitled to attend and vote thereat as at the relevant Record Date for the meeting being postponed in accordance with the provisions of these Bye-laws. 38. Quorum for general meeting At any general meeting of the Company two or more individuals present in person and representing in person or by proxy in excess of fifty percent (50%) of the total issued and outstanding shares conferring a right to attend and vote at such meeting throughout the meeting shall form a quorum for the transaction of business; provided, that if the Company shall at any time have only one Member, one Member present in person or by proxy shall constitute a quorum for the transaction of business at any general meeting of the Company held during such time. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Chairman or the Board may determine. Unless the meeting is so adjourned to a specific date and time, fresh notice of the date, time and place for the resumption of the adjourned meeting shall be given to each Member in accordance with the provisions of these Bye-laws. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business and continues throughout the meeting, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman of the meeting which shall not be treated as part of the business of the meeting. 39. Adjournment of meetings The chairman of a general meeting may, with the consent of the Members at any general meeting whether or not a quorum is present (and shall if so directed), adjourn the meeting. Unless the meeting is so adjourned to a specific date and time, fresh notice of the date, time and place for the resumption of the adjourned meeting shall be given to each Member in accordance with the provisions of these Bye-laws with respect to a special general meeting. 40. Business to be conducted at meetings Subject to the Act, business to be brought before a general meeting of the Company must be specified in the notice of the meeting. Only business that the Board has determined can be properly brought before a general meeting in accordance with these Bye-laws and applicable law shall be conducted at any general meeting, and the chairman of the general meeting may refuse to permit any business to be brought before such meeting that has not been properly brought before it in accordance with these Bye-laws and applicable law.

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18 41. Attendance at meetings Unless the Chairman or the Board determines otherwise, Members may participate in any general meeting by means of such telephone, electronic or other communication facilities as permit all individuals participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting; provided, that no Member may participate in any such meeting while in the United States. 42. Written resolutions (a) Subject to paragraph (f) of this Bye-law 42, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members of the Company, may, without a meeting and without any previous notice being required, be done by resolution in writing signed by, or, in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, all the Members who at the date of the resolution or, if earlier, the Record Date would be entitled to attend the meeting and vote on the resolution. (b) A resolution in writing may be signed by, or, in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, all the Members, or any class thereof, in as many counterparts as may be necessary. (c) For the purposes of this Bye-law 42, the date of the resolution is the date when the resolution is signed by, or, in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, the last Member to sign and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date. Any resolution in writing may be signed within or outside the United States; provided, that the last Member to sign the resolution must sign outside of the United States. (d) A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favor of a resolution shall be construed accordingly. (e) A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of Sections 81 and 82 of the Act. (f) This Bye-law shall not apply to: (i) a resolution passed pursuant to Section 89(5) of the Act; or (ii) a resolution passed for the purpose of removing a Director before the expiration of his term of office under these Bye-laws. 43. Attendance of Directors The Directors of the Company shall be entitled to receive notice of and to attend and be heard at any general meeting. 44. Voting at meetings Subject to the provisions of the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative

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19 vote of a majority of the votes cast in accordance with the provisions of these Bye-laws and in the case of an equality of votes the resolution shall fail. 45. Voting on show of hands At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to the provisions of these Bye-laws, every Member present in person and every individual holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his or her hand. 46. Decision of chairman At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to the provisions of these Bye-laws, be conclusive evidence of that fact. 47. Demand for a poll (a) Notwithstanding the provisions of the immediately preceding two Bye-laws, at any general meeting of the Company, in respect of any question proposed for the consideration of the Members (whether before or on the declaration of the result of a show of hands as provided for in these Bye-laws), a poll may be demanded by any of the following Persons: (i) the chairman of such meeting; or (ii) at least three Members present in person or represented by proxy; or (iii) any Member or Members present in person or represented by proxy and holding between them not less than one-tenth (1/10) of the total voting rights of all the Members having the right to vote at such meeting; or (iv) any Member or Members present in person or represented by proxy holding shares conferring the right to attend and vote at such meeting on which an aggregate sum has been paid up equal to not less than one-tenth (1/10) of the total sum paid up on all Common Shares. (b) Where, in accordance with the provisions of paragraph (a) of this Bye-law 47, a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to the provisions of these Bye-laws, every Member present in person or by proxy at such meeting shall have one vote for each share conferring the right to attend and vote at such meeting of which such Member is the registered holder or for which such a proxyholder holds a proxy and such votes shall be counted in the manner set out in paragraph (d) of this Bye-law 47 or, in the case of a general meeting at which one or more Members or proxyholders are present by telephone, in such manner as the chairman of the meeting may direct, and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was

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20 demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. (c) A poll demanded in accordance with the provisions of paragraph (a) of this Bye-law 47, for the purpose of electing a chairman of the meeting or on a question of adjournment, shall be taken forthwith and a poll demanded on any other question shall be taken in such manner and at such time and place as the chairman (or acting chairman) may direct and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. (d) Where a vote is taken by poll, each Member present in person or by proxy and entitled to vote shall be furnished with a ballot on which such Member or proxyholder shall record his or her vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialed or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. The Board may appoint one or more inspectors to act at any general meeting where a vote is taken by a poll. Each inspector shall take and sign an oath faithfully to exercise the duties of inspector at such meeting with strict impartiality and according to the best of his, her or its ability. The inspectors shall determine the number of shares outstanding and the voting power of each by reference to the Register of Members, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies and examine and count all ballots and determine the results of any vote. The inspector shall also hear and determine challenges and questions arising in connection with the right to vote. No Director or candidate for the office of Director shall act as an inspector. The determination and decision of the inspectors shall be final and binding. 48. Seniority of joint holders voting In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members. 49. Instrument of proxy (a) Every Member entitled to vote has the right to do so either in person or by one or more Persons authorised by a written proxy executed and delivered in accordance with these Bye-laws. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his or her attorney authorised by him or her in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. (b) Any Member may appoint a standing proxy or (if a corporation) representative by depositing at the Registered Office, or at such place or places as the Board may otherwise specify from time to time for the purpose, a proxy or (if a corporation) an authorisation and such proxy or authorisation shall be valid for all general meetings and adjournments thereof or, resolutions in writing, as the case may be, until notice of revocation is received at the Registered Office, or at such place or places as the Board may otherwise specify from time to time for the purpose. A Person so authorised as a proxy or representative shall be entitled to exercise the same power on behalf of the grantor of the authority as the grantor could exercise and the grantor shall

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21 for the purposes of these Bye-laws be deemed to be present in person at any such meeting if a Person so authorised is present at the meeting. Where a standing proxy or authorisation exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the Member is present or in respect to which the Member has specially appointed a proxy or representative. The Board may from time to time require such evidence as it shall deem necessary as to the due execution and continuing validity of any such standing proxy or authorisation and the operation of any such standing proxy or authorisation shall be deemed to be suspended until such time as the Board determines that it has received the requested evidence or other evidence satisfactory to it. (c) Subject to paragraph (b) of this Bye-law 49, the instrument appointing a proxy together with such other evidence as to its due execution as the Board may from time to time require shall be delivered at the Registered Office (or at such place or places as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case or the case of a written resolution, in any document sent therewith) not less than 24 hours or such other period as the Board may determine, prior to the holding of the relevant meeting or adjourned meeting at which the individual named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll, or, in the case of a written resolution, prior to the effective date of the written resolution and in default the instrument of proxy shall not be treated as valid. (d) Instruments of proxy shall be in any common form or other form as the Board may approve and the Board may, if it thinks fit, send out with the notice of any meeting or any written resolution forms of instruments of proxy for use at that meeting or in connection with that written resolution. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a written resolution or amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall unless the contrary is stated therein be valid as well for any adjournment of the meeting as for the meeting to which it relates. (e) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or unsoundness of mind of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided, that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Registered Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other documents sent therewith) at least one hour before the commencement of the meeting or adjourned meeting, or the taking of the poll, or the day before the effective date of any written resolution at which the instrument of proxy is used. (f) Subject to the Act, the Board may at its discretion, or the chairman of the relevant meeting may at his or her discretion with respect to such meeting only, waive any of the provisions of these Bye-laws related to proxies or authorisations and, in particular, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend and vote on behalf of any Member at general meetings or to sign written resolutions.

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22 50. Representation of corporations at meetings A corporation which is a Member may, by written instrument, authorise such Person or Persons as it thinks fit to act as its representative at any meeting of the Members and the Person or Persons so authorised shall be entitled to exercise the same powers on behalf of the corporation which such Person or Persons represent as that corporation could exercise if it were an individual Member. Such corporation shall for the purpose of these Bye-laws be deemed to be present in person at any such meeting if a Person so authorised is present at the meeting. Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he or she thinks fit as to the right of any individual or individuals to attend and vote at general meetings on behalf of a corporation which is a Member. SHARE CAPITAL AND SHARES 51. Authorisation of shares (a) Upon adoption of these Bye-laws, the share capital of the Company shall initially be divided into two classes of shares consisting of (i) two hundred million (200,000,000) Common Shares and (ii) fifty million (50,000,000) Preferred Shares. The Board may create classes of shares and may increase or decrease the number of shares of any class as it sees fit. The Board also may, subject to the Act, cancel, redeem or purchase shares of any class of shares. (b) Subject to the provisions of these Bye-laws, the Common Shares shall entitle the holders thereof to: (i) one vote per Common Share; (ii) such dividends as the Board may from time to time declare; (iii) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of an amalgamation, a reorganization or otherwise or upon any distribution of capital, share equally and ratably in the assets of the Company, if any, remaining after the payment of all debts and liabilities of the Company and the liquidation preference of any issued and outstanding Preferred Shares or other shares ranking ahead of the Common Shares; and (iv) generally be entitled to enjoy all of the rights attaching to shares. (c) Subject to these Bye-laws, the Act and to any resolution of the Members to the contrary, the unissued share capital of the Company (as it stands from time to time) shall be at the disposal of the Board and the Board shall have power to issue, offer, allot, exchange or otherwise dispose of any unissued shares of the Company, at such times, for such consideration and on such terms and conditions as it may determine and any shares or class of shares may be issued as a new or existing class of shares and with such preferred, deferred or other special rights or such restrictions or as comprising a new or existing class of shares, whether in regard to dividend, voting, return of capital or otherwise as the Board may from time to time prescribe and the Board may generally exercise the powers set out in Sections 45(1)(b), (c), (d) and (e) of the Act. Further the Board shall have the power to issue, offer, allot, exchange or otherwise dispose of

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23 options, warrants or other rights to purchase or acquire shares or securities convertible into or exchangeable for shares (including any employee benefit plan providing for the issuance of shares or options or rights in respect thereof), at such times, for such consideration and on such terms and conditions as it may determine. (d) The Board is authorised, subject to the Act, to issue the Preferred Shares in series, at such times, for such consideration and on such terms and conditions as it may determine with similar or different rights or restrictions as any other series and to establish from time to time the number of Preferred Shares to be included in each such series, and to fix the designation, powers, preferences, voting rights, dividend rates, redemption provisions, and other rights, qualifications, limitations or restrictions thereof. The terms of any series of Preferred Shares shall be set forth in a Certificate of Designation in the minutes of the Board meeting authorising the issuance of such Preferred Shares and such Certificate of Designations shall be attached as an exhibit to these Bye-laws, but shall not form part of these Bye-laws, and may be examined by any Member on request. The rights attaching to any Common Share or any Preferred Share shall be deemed not to be altered by the allotment of any other Preferred Share even if such Preferred Share does or will rank in priority for payment of a dividend or in respect of capital or which confer on the holder thereof voting rights more favorable than those conferred by such Common Share or existing Preferred Share and shall not otherwise be deemed to be altered by the creation or issue of further shares ranking pari passu therewith. 52. Limitation on voting rights of controlled shares (a) If and for so long as the aggregate number of Controlled Shares of any Person exceeds the Maximum Percentage of the total voting power of all of the issued and outstanding share capital of the Company (calculated after giving effect to any prior reduction in voting rights attaching to Controlled Shares of other Persons as provided in this Bye-law 52), each such Controlled Share, regardless of the identity of the registered holder thereof, shall confer only a fraction of a vote as determined by the following formula (the “Formula”): (T - C) Divided By (9.1 x C) Where: “T” is the aggregate number of votes conferred by all the issued and outstanding share capital immediately prior to that application of the Formula with respect to any particular Person, adjusted to take into account any prior reduction taken with respect to any other Person pursuant to paragraph (b) of this Bye-law 52 as at the same date; “C” is the number of controlled Shares attributable to such Person. (b) The Formula shall be applied successively as many times as may be necessary to ensure that the number of Controlled Shares of any Person does not exceed the Maximum Percentage of the total voting power of all of the issued and outstanding share capital of the Company at any time. For the purposes of determining the votes exercisable by Persons as at any date, the Formula shall be applied to the shares of each Person in declining order based on the respective numbers of total Controlled Shares attributable to each Person. Thus, the Formula will be applied first to the votes of shares

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24 held by the Person to whom the largest number of total Controlled Shares is attributable and thereafter sequentially with respect to the Person with the next largest number of total Controlled Shares. In each case, calculations shall be made on the basis of the aggregate number of votes conferred by the shares as of such date, as reduced by the application of the Formula to any issued shares of any Person with a larger number of total Controlled Shares as of such date. (c) Notwithstanding the provisions of paragraphs (a) and (b) of this Bye-law 52, having applied the provisions thereof as best as they consider reasonably practicable, the Board may make such final adjustments to the aggregate number of votes attaching to the Controlled Shares of any Person that it considers fair and reasonable in all the circumstances to ensure that the number of Controlled Shares of any Person does not exceed the Maximum Percentage of the total voting power of all of the issued and outstanding share capital of the Company at any time. (d) Notwithstanding anything in these Bye-laws, this Bye-law 52 shall not apply for so long as the Company shall have only one Member. 53. Limitations on the power to issue shares (a) Notwithstanding the provisions of paragraphs (c) and (d) of Bye-law 51, no share may be issued, without prior Board approval, if the Board has reason to believe that the effect of such issuance would cause (i) any Person that is not an Investment Company to beneficially own (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder), in excess of five percent (5%) of any class of issued and outstanding share capital of the Company, (ii) the aggregate number of Controlled Shares of any Person to exceed the Maximum Percentage of any class of issued and outstanding share capital of the Company or (iii) any adverse tax, regulatory or legal consequences to the Company, any of its subsidiaries or any of the Members or any Person who beneficially owns (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) any of the issued and outstanding share capital of the Company. The restrictions of this paragraph (a) of this Bye-law 53 shall not apply to any issuance of shares to a Person acting as an underwriter in the ordinary course of its business purchasing such shares for resale pursuant to a purchase agreement to which the Company is a party. (b) The Board shall, in connection with the issue of any share, have the power to pay such commissions and brokerage fees and charges as may be permitted by law. (c) The Company shall not give, whether directly or indirectly, whether by means of loan, guarantee, provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any Person of or for any shares in the Company, but nothing in this Bye-law 53 shall prohibit transactions permitted pursuant to Sections 39A, 39B and 39C of the Act. (d) The Company may from time to time do any one or more of the following things: (i) make arrangements on the issue of shares for a difference between the Members in the amounts and times of payments of calls on their shares;

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25 (ii) accept from any Member the whole or a part of the amount remaining unpaid on any shares held by such Member, although no part of that amount has been called up; (iii) pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others; and (iv) issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding up. 54. Variation of rights and alteration of share capital (a) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of not less than a majority of the issued and outstanding shares of that class or with the sanction of a resolution passed by the holders of not less than a majority of the issued and outstanding shares of that class at a separate general meeting of the holders of the shares of the class held in accordance with Section 47 (7) of the Act. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. The rights of the holders of Common Shares shall not be deemed to be varied by the creation or issue of shares with preferred or other rights, which may be effected by the Board as provided in these Bye-laws without any vote or consent of the holders of Common Shares. (b) The Company may from time to time by resolution of the Members alter the conditions of its Memorandum of Association by all or any of those actions listed in Section 45(1) of the Act and accordingly may change the currency denomination of, increase, alter or reduce its share capital in accordance with the provisions of Sections 45 and 46 of the Act; provided, that any resolution of the Members to alter or reduce its share capital be by the affirmative vote of Members representing not less than a majority of the votes conferred by the issued and outstanding shares entitled to vote. Where, on any alteration of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit including, without limiting the generality of the foregoing, the issue to Members, as appropriate, of fractions of shares and/or arranging for the sale or transfer of the fractions of shares of Members to a purchaser thereof who shall not be bound to see to the application of the purchase money, nor shall his or her title to the same be affected by any irregularity in, or in invalidity of, the proceedings relating to sale. 55. Purchase of shares by Company (a) Exercise of power to redeem and purchase shares of the Company

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26 The Company shall have the power to, and may from time to time, redeem or purchase all or any part of its own shares pursuant to Sections 42 and 42A of the Act. The Board may, at its discretion and without the sanction of a resolution of the Members, authorise any redemption or purchase by the Company of its own shares (all or any part thereof), of any class, at any price (whether at par or above or below par), and so that any share to be so redeemed or purchased may be selected in any manner whatsoever, upon such terms as the Board may in its discretion determine; provided, that such redemption or purchase is effected in accordance with the provisions of the Act. The rights attaching to any share shall be deemed not to be altered (unless such right specifically provides otherwise) by any redemption or purchase by the Company of any of its own shares. (b) Unilateral purchase right Subject to Section 42A of the Act, if the Board has reason to believe that (i) any Person that is not an Investment Company beneficially owns (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) in excess of five percent (5%) of any class of issued and outstanding share capital of the Company, (ii) the aggregate number of Controlled Shares of any Person exceeds the Maximum Percentage of any class of issued and outstanding share capital of the Company or (iii) the direct or indirect share ownership in the Company of any Person may result in adverse tax, regulatory or legal consequences to the Company, any of its subsidiaries, any of the Members or any Person who beneficially owns (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) any of the issued and outstanding share capital of the Company, the Company shall have the option, but not the obligation, to redeem or purchase all or any part of the shares so owned (to the extent the Board, in the reasonable exercise of its discretion, determines necessary or advisable to avoid or cure any adverse or potential adverse consequences) for the Repurchase Price by delivering written notice to the Person that owns and, where the registered holder of the shares is not such Person, the Member that holds the shares to be redeemed or purchased specifying the number of shares to be redeemed or purchased and the Repurchase Price therefor (the “Repurchase Notice”). The Company shall use all commercially reasonable efforts to exercise its redemption or purchase option ratably among similarly situated Persons to the extent possible under the circumstances. Within 10 days after the delivery of the Repurchase Notice, the Company or its designee shall redeem or purchase from such Person and such Member (if any), and such Person and such Member (if any), shall sell to the Company or its designee, the number of shares specified in the Repurchase Notice at a mutually agreeable time and place. At such closing, the Company or its designee shall pay to such Person or to such Member (as the Board may consider appropriate) the Repurchase Price by wire transfer of immediately available funds and such Person and such Member (if any), shall deliver to the Company or its designee share certificates representing the redeemed or purchased shares duly endorsed in blank or accompanied by duly executed stock powers. The Company may revoke the Repurchase Notice at any time prior to payment for the shares. (c) Unilateral repurchase right in the event of involuntary transfer If a Person (including without limitation a Member) shall be involuntarily wound up, dissolved or liquidated or shall have entered in respect of it an order for relief under the United States Bankruptcy Code (or any similar law of any applicable jurisdiction) or shall otherwise be required to transfer involuntarily any or all of its shares pursuant to a court

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27 order, foreclosure, tax lien, government seizure, death or otherwise, and, in any such case as a result thereof, any or all of such Person’s shares (the “Involuntary Transfer Shares”) shall be actually or purportedly transferred or otherwise disposed of, such Person, or its legal representative or successor, and, where the registered holder of the shares is not such Person, the Member that holds the shares, shall promptly give notice to the Company of such transfer and the Company shall have the option, but not the obligation, to redeem or purchase all or any part of the Involuntary Transfer Shares for the Repurchase Price by delivering a Repurchase Notice to such Person and such Member (if any). Within 10 days after the delivery of the Repurchase Notice, the Company or its designee shall redeem or purchase from such Person and such Member (if any), and such Person and such Member (if any) shall sell to the Company or its designee, the number of Involuntary Transfer Shares specified in the Repurchase Notice at a mutually agreeable time and place. At such closing, the Company or its designee shall pay to such Person or to such Member (as the Board may consider appropriate) the Repurchase Price by wire transfer of immediately available funds and such Person and such Member (if any) shall deliver to the Company or its designee share certificates representing the Involuntary Transfer Shares duly endorsed in blank or accompanied by duly executed stock powers. The Company may revoke the Repurchase Notice at any time prior to the payment for shares. (d) In any circumstances where the Company is entitled to redeem or purchase its own shares by the foregoing provisions of this Bye-law 55, the Company shall also be entitled to acquire such shares as Treasury Shares in accordance with the Act on such terms as the Board shall think fit. All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company. 56. Registered holder of shares (a) The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and, accordingly, except as ordered by a court of competent jurisdiction or as required by law or as specifically provided in these Bye- laws, no Person shall be recognized by the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as otherwise provided in these Bye-laws or by law) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder. (b) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the Member at such Member’s address in the Register of Members or, in the case of joint holders, to such address of the holder first named in the Register of Members, or to such Person and to such address as the holder or joint holders may in writing direct. If two or more Persons are registered as joint holders of any shares, any one can give an effectual receipt for any dividend paid in respect of such shares.

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28 57. Death of a joint holder Where two or more Persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognize no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders. 58. Share certificates (a) Every Member shall be entitled to a share certificate under the seal of the Company (or a facsimile or representation thereof as the Board may determine) specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, how much has been paid thereon. The Board may determine, either generally or in a particular case, that any or all signatures on share certificates may be printed thereon or affixed by mechanical means. Notwithstanding the provisions of Bye-law 91, the Board may determine that a share certificate need not be signed on behalf of the Company. (b) The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the Person to whom such shares have been allotted. (c) If any such share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid or destroyed, the Board may cause a new share certificate to be issued and may request an indemnity with or without security for the lost share certificate as it sees fit. REGISTER OF MEMBERS 59. Contents of Register of Members The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act. Unless the Board so determines, no Member or intending Member shall be entitled to have entered in the Register of Members any indication of any trust or any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any of the provisions of paragraph (a) of Bye-law 56. 60. Inspection of Register of Members (a) The Register of Members shall be open to inspection by Members or other entitled Persons at the Registered Office (or at such other place or places in Bermuda as the Board may from time to time determine) during business hours, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each normal day of business in Bermuda be allowed for inspection. The Register of Members may, after notice has been given by advertisement in an appointed newspaper to that effect, be closed for any time or times not exceeding in the whole 30 days in each year. (b) Subject to the provisions of the Act, the Company may keep one or more overseas or branch registers in any place, and the Board may make, amend and revoke

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29 any such regulations as it may think fit respecting the keeping of such registers and the contents thereof. 61. Setting of record date Notwithstanding any other provision of these Bye-laws, the Board shall fix any date as the record date for: (a) determining the Members entitled to receive any dividend; (b) determining the Members entitled to receive notice of and to vote at any general meeting of the Company and the Board may determine a different record date for any adjournment or postponement thereof; and (c) determining the Members entitled to execute a resolution in writing. TRANSFER OF SHARES 62. Instrument of transfer (a) An instrument of transfer shall be in such common form or other form as the Board or any transfer agent appointed from time to time may accept. Such instrument of transfer shall be signed by or on behalf of the transferor. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members. (b) The Board may refuse to recognize any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer. 63. Restrictions on transfer (a) Subject to the Act, this Bye-law 63 and such other restrictions contained in these Bye-laws and elsewhere as may be applicable, any Member may sell, assign, transfer or otherwise dispose of shares of the Company for which the Member is the registered holder at the time and, upon receipt of a duly executed form of transfer in writing, the Board shall procure the timely registration of the same. If the Board refuses to register a transfer for any reason it shall notify the proposed transferor and transferee within 30 days of such refusal. (b) Without prior Board approval, no transfer of any share shall be registered if the Board has reason to believe that the effect of such transfer would be to (i) increase the number of shares beneficially owned (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) by any Person that is not an Investment Company to more than five percent (5%) of any class of issued and outstanding share capital of the Company, (ii) to increase the aggregate number of Controlled Shares of any Person to more than the Maximum Percentage of any class of issued and outstanding share capital of the Company or (iii) to result in adverse tax, regulatory or legal consequences to the Company, any of its subsidiaries, any of the Members or any Person who beneficially owns (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) any of the issued and outstanding share capital of the Company.

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30 (c) Without limiting the foregoing, no transfer of any share shall be registered unless all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Bermuda, the United States or any other applicable jurisdiction required to be obtained prior to such transfer shall have been obtained. (d) The registration of transfers may be suspended at such time and for such periods as the Board may from time to time determine; provided, that such registration shall not be suspended for more than 45 days in any period of 365 consecutive days. (e) The Board may, by notice in writing, require any Member, any Person that beneficially owns (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) any of the issued and outstanding share capital of the Company or any Person proposing to acquire shares of the Company, to certify or otherwise provide to the Board, within 10 Business Days of request, complete and accurate information in writing as to such matters as the Board may request for the purpose of giving effect to Bye-laws 52(a), 52(b), 53(a), 55(b), 55(c) and paragraph (b) of this Bye-law 63, including information in respect of the following matters: (i) the number of shares of the Company in which such Person is legally or beneficially interested; (ii) the Persons who are beneficially interested in shares in respect of which any Member is the registered holder; (iii) the relationship, association or affiliation of such Person with any other Member or Person whether by means of common control or ownership or otherwise; and (iv) any other facts or matters which the Board in its absolute discretion may consider relevant to the determination of the number of shares beneficially owned by any Person or the number of Controlled Shares attributable to any Person. If any Member, any Person that beneficially owns (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) any of the issued and outstanding share capital of the Company or any proposed acquiror does not respond to any such request within the time specified therein, or if the Board has reason to believe that any certification or other information provided pursuant to any such request is inaccurate or incomplete, the Board may decline to approve any transfer or issuance to which such request relates or may determine to disregard for all purposes the votes attached to any shares held or owned by such Member or Person (and by the registered holder of such shares owned by such Person). (f) The restrictions on transfer authorised or imposed by these Bye-laws shall not be imposed in any circumstances in a way that would interfere with the settlement of trades or transactions entered into through the facilities of a stock exchange on which the shares are listed or traded from time to time; provided, that the Company may decline to register transfers in accordance with these Bye-laws and resolutions of the Board after a settlement has taken place.

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31 64. Transfers by joint holders The joint holders of any share or shares may transfer such share or shares to one or more of such joint holders, and the surviving holder or holders of any share or shares previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member. TRANSMISSION OF SHARES 65. Representative of deceased Member In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognized by the Company as having any title to the deceased Member’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of Section 52 of the Act, for the purpose of this Bye-law, “legal personal representative” means the executor or administrator of a deceased Member or such other person as the Board may in its absolute discretion decide as being properly authorised to deal with the shares of a deceased Member. 66. Registration on death or bankruptcy Any Person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some Person to be registered as a transferee of such share, and in such case the Person becoming entitled shall execute in favor of such nominee an instrument of transfer in a form satisfactory to the Board. On the presentation thereof to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor and such other information as the Board shall deem necessary or appropriate, and the transferee shall be registered as a Member but the Board shall, in either case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member’s death or bankruptcy, as the case may be. 67. Registration Fees A fee may be charged by the Company for registering any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, distringas or stop notice, order of court or other instrument relating to or affecting the title to any share, or otherwise making an entry in the Register of Members relating to any share. DIVIDENDS AND OTHER DISTRIBUTIONS 68. Declaration of dividends by the Board Subject to any rights or restrictions at the time lawfully attached to any class or series of shares and subject to the provisions of these Bye-laws, the Board may, in accordance with Section 54 of the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or

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32 partly in specie in which case the Board may fix the value for distribution in specie of any assets. 69. Other distributions The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. 70. Reserve fund The Board may from time to time before declaring a dividend set aside, out of the surplus or profits of the Company, such sum as it thinks proper as a reserve fund to be used to meet contingencies or for equalizing dividends or for any other special or general purpose. 71. Deduction of Amounts due to the Company The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company. 72. Unclaimed dividends Any dividend or distribution unclaimed for a period of six years from the date of declaration of such dividend or distribution shall be forfeited and shall revert and belong to the Company and the payment by the Board of any unclaimed dividend or distribution, interest or other sum payable on or in respect of the share into a separate account shall not constitute the Company a trustee in respect thereof. 73. Interest on dividend No dividend or distribution shall bear interest against the Company. CAPITALIZATION 74. Capitalization (a) The Board may resolve to capitalize any part of the amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or funds or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid shares pro rata to the Members. (b) The Board may resolve to capitalize any sum standing to the credit of a reserve account or funds or sums otherwise available for dividend or distribution by applying such amounts in paying up in full partly paid shares of those Members who would have been entitled to such sums if they were distributed by way of dividend or distribution. ACCOUNTS AND FINANCIAL STATEMENTS 75. Records of account The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

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33 (a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates; (b) all sales and purchases of goods by the Company; and (c) the assets and liabilities of the Company. Such records of account shall be kept at the Registered Office or, subject to Section 83(2) of the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours. No Member in its capacity as a Member shall have any right to inspect any accounting record or book or document of the Company except as conferred by the Act or as authorised by the Board. 76. Financial year end The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be December 31 in each year. 77. Financial statements Subject to any rights to waive laying of accounts pursuant to Section 88 of the Act, financial statements as required by the Act shall be laid before the Members in general meeting. AUDIT 78. Appointment of Auditor Subject to Section 88 of the Act, at the annual general meeting or at a subsequent special general meeting in each year, an independent representative of the Members shall be appointed by them as Auditor of the accounts of the Company. Such Auditor may be a Member but no Director, Officer or employee of the Company shall, during his or her continuance in office, be eligible to act as an Auditor of the Company. 79. Remuneration of Auditor The remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner as the Members may determine. 80. Vacation of office of Auditor If the office of Auditor becomes vacant by the resignation or death of the Auditor, or by the Auditor becoming incapable of acting by reason of illness or other disability at a time when the Auditor’s services are required, the Board may fill the vacancy thereby created. 81. Access to books of the Company The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers of the Company for any information in their possession relating to the books or affairs of the Company. 82. Report of the Auditor (a) Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to Section 88 of the Act, the accounts of the Company shall be audited at least once in every year.

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34 (b) The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting. (c) The generally accepted auditing standards referred to in paragraph (b) of this Bye-law 82 shall be those of the United States and the financial statements and the report of the Auditor shall disclose this fact. GRATUITIES, PENSIONS AND INSURANCE 83. Benefits The Board may (by establishment of or maintenance of schemes or otherwise) provide benefits, whether by share options and incentive plans and loans to acquire shares (subject to obtaining any general or specific consent under the provision of Section 96 of the Act), by the payment of gratuities or pensions or by insurance or otherwise, for any past or present Director, Officer or employee of the Company or any of its subsidiaries or affiliates and for any member of his or her family (including a spouse and a former spouse) or any individual who is or was dependent on him or her, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit. 84. Insurance Without prejudice to the provisions of Bye-laws 30 and 31, the Board shall have the power to purchase and maintain insurance for or for the benefit of any individuals who are or were at any time Directors, Officers or employees of the Company, or of any of its subsidiaries or affiliates, or who are or were at any time trustees of any pension fund in which Directors, Officers or employees of the Company or any such subsidiary or affiliate are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such individuals in respect of any act or omission in the actual or purported execution or discharge of their duties or in the exercise or purported exercise of their powers or otherwise in relation to their duties, powers or offices in relation to the Company or any such other company, subsidiary, affiliate or pension fund. 85. Limitation on Accountability No Director or former Director shall be accountable to the Company or the Members for any benefit provided pursuant to Bye-law 83 or 84 and the receipt of any such benefit shall not disqualify any individual from being or becoming a Director of the Company. NOTICES 86. Notices to Members of the Company A notice may be given by the Company to any Member either by delivering it to such Member in person or by sending it to such Member’s address in the Register of Members or to such other address given for the purpose. For the purposes of this Bye-law, a notice may be sent by mail, courier service, cable, telex, telecopier, facsimile, electronic-mail or

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35 other mode of representing words in a legible and non-transitory form. If such notice is sent by next-day courier, cable, telex, telecopier, facsimile or electronic-mail, it shall be deemed to have been given the Business Day following the sending thereof and, if by registered mail, three Business Days following the sending thereof. 87. Notices to Joint Members Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more Persons, be given to whichever of such Persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares. 88. Service and delivery of notice Subject to Bye-law 86, any notice shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier or to the cable company or transmitted by telex, facsimile or other method as the case may be. REGISTERED OFFICE 89. Registered Office The Registered Office shall be at such address as the Board may fix from time to time by resolution. SEAL OF THE COMPANY 90. The seal The seal of the Company shall be in such form as the Board may from time to time determine. The Board may adopt one or more duplicate seals. 91. Manner in which seal is to be affixed The seal of the Company shall not be affixed to any instrument except attested by the signature of a Director and the Secretary or any two Directors, or any person appointed by the Board for the purpose; provided, that any Director or Officer may affix the seal of the Company attested by such Director’s or Officer’s signature only to any authenticated copies of these Bye-laws, the incorporating documents of the Company, the minutes of any meetings or any other documents required to be authenticated by such Director or Officer. Any such signature may be printed or affixed by mechanical means on any share certificate, debenture, stock certificate or other security certificate. 92. Destruction of Documents The Company shall be entitled to destroy all instruments of transfer of shares which have been registered, and all other documents on the basis of which any entry is made in the Register of Members, at any time after the expiration of six years from the date of registration thereof and all dividends mandates or variations or cancellations thereof and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been canceled at any time after the expiration of one year from the date of cancellation thereof and all paid

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36 dividends, warrants and checks (cheques) at any time after the expiration of one year from the date of actual payment thereof and all instruments of proxy which have been used for the purpose of a poll at any time after the expiration of one year from the date of such use and all instruments of proxy which have not been used for the purpose of a poll at any time after one month from the end of the meeting to which the instrument of proxy relates and at which no poll was demanded. It shall conclusively be presumed in favor of the Company that every entry in the Register of Members purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made, that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered, that every share certificate so destroyed was a valid and effective certificate duly and properly canceled and that every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company; provided, that: (a) the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant; (b) nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Bye-law; and (c) references herein to the destruction of any document include references to the disposal thereof in any manner. UNTRACED MEMBERS 93. Sale of Shares The Company shall be entitled to sell at the best price reasonably obtainable, or if the shares are listed on a stock exchange to purchase at the trading price on the date of purchase, the shares of a Member or the shares to which a Person is entitled by virtue of transmission on death, bankruptcy or otherwise by operation of law; provided, that: (a) during the period of 12 years prior to the date of the publication of the advertisements referred to in paragraph (b) of this Bye-law 93 (or, if published on different dates, the first thereof) at least three dividends in respect of the shares in question have been declared and all dividends, warrants and checks (cheques) that have been sent in the manner authorised by these Bye-laws in respect of the shares in question have remained uncashed; (b) the Company shall as soon as practicable after expiry of the said period of 12 years have inserted advertisements both in a national daily newspaper and in a newspaper circulating in the area of the last known address of such Member or other Person giving notice of its intention to sell or purchase the shares; (c) during the said period of 12 years and the period of three months following the publication of the said advertisements the Company shall have received no indication either of the whereabouts or of the existence of such Member or Person; and

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37 (d) if the shares are listed on a stock exchange, notice shall have been given to the relevant department of such stock exchange of the Company's intention to make such sale or purchase prior to the publication of advertisements. If during any 12-year period referred to above, further shares have been issued in right of those held at the beginning of such period or of any previously issued during such period and all the other requirements of this Bye-law 93 (other than the requirement that they be in issue for 12 years) have been satisfied in regard to the further shares, the Company may also sell or purchase the further shares. 94. Instrument of Transfer To give effect to any such sale or purchase pursuant to Bye-law 93, the Board may authorise some person to execute an instrument of transfer of the shares sold or purchased to, or in accordance with the directions of, the purchaser and an instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, the shares. The transferee of any shares sold shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale. 95. Proceeds of Sale The net proceeds of sale or purchase of shares pursuant to Bye-law 93 shall belong to the Company which, for the period of six years after the transfer or purchase, shall be obliged to account to the former Member or other Person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former Member or other Person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments as the Board from time to time thinks fit. After the said six-year period has passed, the net proceeds of share shall become the property of the Company, absolutely, and any rights of the former Member or other Person previously entitled as aforesaid shall terminate completely. WINDING-UP 96. Determination to liquidate Subject to the Act, the Company shall be wound up voluntarily by resolution of the Members; provided, that the Board shall have the power to present any petition and make application in connection with the winding up or liquidation of the Company.

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38 97. Winding-up/distribution by liquidator If the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members, divide among the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he or she deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability. ALTERATION OF BYE-LAWS 98. Alteration of Bye-laws No Bye-law shall be rescinded, altered or amended and no new Bye-law shall be made until the same has been approved by a resolution of the Board and confirmed by a resolution of the Members. Paragraph (b) of Bye-law 11 and all of Bye-law 12 shall not be rescinded, altered or amended and no new Bye-law inconsistent with such existing Bye-laws shall be made until the same has been approved by a resolution of the Board and confirmed by a resolution of Members holding at least sixty-six and two-thirds percent (66 2/3 %) of the issued and outstanding share capital of the Company. ****** *** *

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Execution Version Certain information in the marked exhibit below has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Omissions are designated as “[*****]”. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED STANDBY LETTER OF CREDIT AGREEMENT This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED STANDBY LETTER OF CREDIT AGREEMENT, dated as of June 9, 2025 (this “First Amendment”), is by and among EVEREST REINSURANCE (BERMUDA), LTD., a company incorporated and existing under the laws of Bermuda (the “Account Party”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”). RECITALS The Account Party and Bank are parties to (a) that certain Second Amended and Restated Standby Letter of Credit Agreement, dated as of June 10, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect prior to the date hereof, the “Existing L/C Agreement”) and (b) that certain Second Amended and Restated Pledge and Security Agreement, dated as of June 10, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect prior to the date hereof, the “Existing Pledge Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing L/C Agreement (as amended by this First Amendment). The parties now desire to amend the Existing L/C Agreement and the Existing Pledge Agreement on the terms and conditions set forth herein. STATEMENT OF AGREEMENT The parties hereto agree as follows: ARTICLE I AMENDMENTS 1.1 Amendments to the Existing L/C Agreement. (a). The Existing L/C Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double- underlined text (indicated textually in the same manner as the following example: double underlined text) as set forth on Annex A attached hereto on and as of the First Amendment Effective Date. (b). Schedule II to the Existing L/C Agreement is hereby amended in its entirety to read in the form of such Schedule II attached hereto as Annex B to this First Amendment. (c). Exhibit B to the Existing L/C Agreement is amended in its entirety to read in the form of such Exhibit B attached hereto as Annex C to this First Amendment. 1.2 Amendment to the Existing Pledge Agreement. (a). Clause (ii)(A) of Section 4(e) of the Existing Pledge Agreement is hereby amended and restated as follows:

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“the Collateral Value (with respect to all remaining Accounts of such Pledgor and all other Collateral pledged by or on behalf of such Pledgor pursuant to any Credit Document) would equal or exceed the aggregate amount of Outstanding Tranche B Letters of Credit and Outstanding Tranche C Letters of Credit and” (b). Section 6(b) of the Existing Pledge Agreement is hereby amended and restated as follows: “So long as no Event of Default has occurred and is continuing, the Pledgor may withdraw excess securities and/or cash from the Account (a “Release Event”) if the Pledgor shall provide to the Bank a certificate reasonably satisfactory in form and substance to the Bank showing that, after giving effect to such withdrawal, the Collateral Value of the eligible Collateral remaining in the Account shall at least equal the sum of the then Outstanding Tranche B Letters of Credit and Outstanding Tranche C Letters of Credit. Upon receipt and approval of such certificate by the Bank, the Bank shall provide to the Custodian a notice in the form attached hereto as Exhibit B authorizing such release. All such securities and cash that the Pledgor withdraws from the Account in accordance with this Section 6(b) shall be free and clear of the Bank’s security interest and shall no longer be part of the Collateral. Notwithstanding the occurrence or nonoccurrence of an Event of Default, the Pledgor shall at all times maintain a required Collateral Value of eligible Collateral in the Account at least equal to the sum of the then Outstanding Tranche B Letters of Credit and Outstanding Tranche C Letters of Credit.” ARTICLE II CONDITIONS OF EFFECTIVENESS 2.1 This First Amendment shall become effective as of the date of this Agreement (the “First Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a). Executed Credit Documents. Bank shall have received a duly executed counterpart of this Amendment from the Account Party. (b). Closing Certificates; Etc. Bank shall have received each of the following in form and substance reasonably satisfactory to Bank: (i) Officer’s Certificate. A certificate from a Responsible Officer of the Account Party to the effect that (A) all representations and warranties of the Account Party contained in this First Amendment are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) on and as of the First Amendment Effective Date (except to the extent that such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date) after giving effect to this First Amendment; and (B) immediately before and after giving effect to this First Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing. 2

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(ii) Certificate of Secretary of the Account Party. A certificate of a Responsible Officer of the Account Party certifying as to the incumbency and genuineness of the signature of each officer of the Account Party authorized to execute the Credit Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the memorandum of association (or equivalent), as applicable, of the Account Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of the Account Party as in effect on the First Amendment Effective Date, (C) resolutions duly adopted by the board of directors (or other governing body) of the Account Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this First Amendment and the other Credit Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 2.1(b)(iii). (iii) Certificates of Good Standing. Certificates as of a recent date of the good standing of the Account Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by Bank, each other jurisdiction where the Account Party is qualified to do business. (iv) Opinions of Counsel. Opinions of counsel to the Account Party addressed to Bank with respect to the Account Party, the Credit Documents and such other matters as Bank shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of Bank). (v) [*****]. (c). Lien Search. Bank shall have received the results of a Lien search, in form and substance reasonably satisfactory to Bank, indicating among other things that the Collateral is free and clear of any Lien. (d). Payments at Closing. The Account Party shall have paid to Bank (A) [*****] and (B) all other fees and expenses required to be paid pursuant to Section 5.7 hereof. (e). Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this First Amendment shall be satisfactory in form and substance to Bank. Bank shall have received copies of all other documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this First Amendment. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 To induce Bank to enter into this First Amendment, the Account Party represents and warrants to Bank on and as of the First Amendment Effective Date that: (a). Existence, Qualification and Power. The Account Party (i) is duly organized or formed, validly existing and, as applicable, in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents 3

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and approvals to execute and deliver this First Amendment and perform its obligations under this First Amendment and the Existing L/C Agreement as amended hereby, and (iii) is duly qualified and is licensed and, as applicable, in good standing under the laws of each jurisdiction in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed would have a Material Adverse Effect. (b). Authorization; No Contravention. The execution and delivery by the Account Party of this First Amendment and performance by the Account Party of this First Amendment and each other Credit Document to which it is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) violate or contravene its memorandum of association, bye-laws or other organizational documents; (ii) violate or contravene any order, writ, law, treaty, rule, regulation or determination of any Governmental Authority, in each case applicable to or binding upon it or any of its property, the violation or contravention of which would have a Material Adverse Effect; or (iii) result in the breach of any provision of, or in the imposition of any lien or encumbrance (except for liens or encumbrances created under the Credit Documents) under, or constitute a default or event of default under, any agreement or arrangement to which it is a party or by which it or any of its property is bound, the contravention of which agreement or arrangement would have a Material Adverse Effect. (c). Governmental Authorization; Other Consents. No authorization, approval or consent of, or notice to or filing with, any Governmental Authority is required to be made by the Account Party in connection with the execution and delivery by the Account Party of the First Amendment or any Credit Document to which it is a party, except for those which have been duly obtained, taken, given or made and are in full force and effect; and except where failure to obtain the foregoing could not reasonably be expected to have a Material Adverse Effect. (d). Execution and Delivery; Binding Effect. This First Amendment has been duly executed and delivered by the Account Party. This First Amendment constitutes a legal, valid and binding obligation of the Account Party party hereto, enforceable against the Account Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity. (e). Incorporation of Representation and Warranties. The representations and warranties contained in the Existing L/C Agreement, the Existing Pledge Agreement and the other Credit Documents are true and correct in all material respects as of the date hereof, both immediately before and after giving effect to this First Amendment, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty is true and correct in all respects, on and as of the date hereof (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty is true and correct in all material respects as of such earlier date, except for any such representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty is true and correct in all respects as of such earlier date) and (ii) no Default or Event of Default has occurred and is continuing, both immediately before and immediately after giving effect to this First Amendment. ARTICLE IV ACKNOWLEDGMENT AND CONFIRMATION The Account Party hereby confirms and agrees that after giving effect to this First Amendment, the Existing L/C Agreement (as amended by this First Amendment), the Existing Pledge Agreement (as amended by this First Amendment) and the other Credit Documents remain in full force and effect and 4

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enforceable against it in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and the amendments to the Existing L/C Agreement and the Existing Pledge Agreement made pursuant to this First Amendment shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of the Account Party evidenced by or arising under the Existing L/C Agreement, the Existing Pledge Agreement and the other Credit Documents, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect. The Account Party represents and warrants to Bank that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Credit Documents, or if the Account Party has any such claims, counterclaims, offsets, or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this First Amendment. This acknowledgment and confirmation by the Account Party is made and delivered to induce Bank to enter into this First Amendment. The Account Party acknowledges that Bank would not enter into this First Amendment in the absence of the acknowledgment and confirmation contained herein. ARTICLE V MISCELLANEOUS 5.1 Credit Document. From and after the date hereof (a) all references to the Existing L/C Agreement or the Existing Pledge Agreement, as appliable, set forth in any Credit Document or other agreement or instrument shall, unless otherwise specifically provided, be references to the Existing L/C Agreement and Existing Pledge Agreement, as amended by this First Amendment and as may be further amended, modified, restated or supplemented from time to time, and (b) this First Amendment shall constitute a Credit Document. 5.2 Governing Law. This First Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York (without regard to the conflicts of law provisions thereof). 5.3 Severability. To the extent any provision of this First Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this First Amendment in any jurisdiction. 5.4 Successors and Assigns. This First Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto. 5.5 Construction. The headings of the various sections and subsections of this First Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. 5.6 Integration; Counterparts. This First Amendment constitutes the entire contract among the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This First Amendment may be executed and delivered via facsimile or electronic mail with the same force and effect as if an original were executed and may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this First Amendment shall be deemed to include electronic signatures or the 5

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keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Bank of a manually signed letter which has been converted into electronic form (such as scanned into “.pdf” format), or an electronically signed letter converted into another format, for transmission, delivery and/or retention. 5.7 Expenses. The Account Party shall (i) pay all reasonable, documented fees and expenses of counsel to Bank and (ii) reimburse Bank for all reasonable, documented out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation, execution and/or delivery of this First Amendment. [signatures follow] 6

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their duly authorized officers as of the date first above written. EVEREST REINSURANCE (BERMUDA), LTD. By: Name: [*****] Title: [*****] Signature Page to First Amendment to Second A&R Standby Letter of Credit Agreement

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WELLS FARGO BANK, NATIONAL ASSOCIATION By: Name: [*****] Title: [*****] Signature Page to First Amendment to Second A&R Standby Letter of Credit Agreement

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Annex A Conformed Credit Agreement [Attached].

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EXECUTION VERSION Second Amended and Restated Standby Letter of Credit Agreement (Committed/Secured) June 10, 2024 SECOND AMENDED AND RESTATED STANDBY LETTER OF CREDIT AGREEMENT (the “Agreement”), dated as of June 10, 2024, by and among EVEREST REINSURANCE (BERMUDA), LTD., a company incorporated and existing under the laws of Bermuda (the “Account Party”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”). 1. DEFINED TERMS. (a) Definitions. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms have the meanings set forth below (such meanings to be equally applicable to the singular and plural forms thereof): “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “A.M. Best” means A.M. Best Company, Inc. “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Account Party or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including, to the extent applicable, the United States Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder. “Anti-Money Laundering Laws” means any and all laws, rules and regulations applicable to the Account Party or any of its Subsidiaries from time to time concerning or relating to terrorism financing or money laundering, including any applicable provision of the PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959). “Applicable Margin” means [*****]: [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]. 17103949v6

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“Application” has the meaning set forth in Section 2(a). “Annual Statement” means, with respect to the Account Party for any fiscal yearFiscal Year, the annual financial statements of the Account Party as required to be filed with the Insurance Regulatory Authority of its jurisdiction of domicile and in accordance with the laws of such jurisdiction, together with all exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith. “Bankruptcy Law” means the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), as amended, modified, succeeded or replaced from time to time, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or any state thereof, Bermuda or any other foreign or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 CFR § 1010.230. “Business Day” means (i) any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina, Hamilton, Bermuda and New York City, New York, are open for the conduct of their commercial banking business and (ii) when used in connection with a Letter of Credit denominated in Canadian dollars, such day is also a day on which banks are open for dealings in deposits in Canadian dollars in both Toronto and Montreal. “Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock (whether voting or nonvoting, and whether common or preferred) of such corporation, and (ii) with respect to any Person that is not a corporation, any and all partnership, membership, limited liability company or other equity interests of such Person; and in each case, any and all warrants, rights or options to purchase any of the foregoing. “Change in Law” means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. federal or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued. “Closing Date” means June 10, 2024 2 17103949v6

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“Code” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder. “Collateral” means all the assets, property and interests in property that shall from time to time be pledged or be purported to be pledged as direct or indirect security for the Obligations pursuant to any one or more of the Security Documents. “Collateral Value” for any Business Day shall be calculated as set forth on Attachment A to Exhibit B. [*****]. “Commitment” means the obligation of Bank to Issue Letters of Credit for the account of the Account Party hereunder in an aggregate principal amount at any time outstanding not to exceed $500,000,000, as such amount may be reduced from time to time pursuant to the terms hereof. “Commitments” means, collectively, the Tranche A Commitment, the Tranche B Commitment and the Tranche C Commitment. [*****]. “Commitment Termination Date” means the earliest to occur of (a) June 109, 20252027, (b) the date of termination of the entireeach Commitment in its entirety by the Account Party pursuant to Section 2(h), and (c) the date of termination of the CommitmentCommitments pursuant to Section 11(a). “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. “Control Agreement” means the control agreement among Custodian, Bank and the Account Party, as amended, supplemented or restated from time to time, pursuant to which a lien on one or more Custodial Accounts and the contents thereof and all security entitlements related thereto securing the Obligations is perfected in favor of Bank. “Conversion Notice” has the meaning given to such term in Section 2(a)(ii). “Covenant Compliance Worksheet” means a fully completed worksheet in the form of Annex A to Exhibit A. “Credit Documents” means, collectively, this Agreement, the Letter of Credit Documents and each Security Document. “Custodial Account” means each custodial, brokerage or similar account of the Account Party maintained by the Custodian as a “securities account” within the meaning of Section 8-501(a) of the UCC for the Account Party as the “entitlement holder” within the meaning of Section 8-102(7) of the UCC pursuant to a custodial agreement, on which (and on the contents of which) a lien has been granted as security for the Obligations. 3 17103949v6

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“Custodian” means The Bank of New York Mellon (in its capacity as custodian of the Custodial Accounts). “Default” means any of the events specified in Section 10 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default. “Disqualified Capital Stock” means, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or otherwise, (i) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund obligation or otherwise, (ii) is redeemable or subject to any mandatory repurchase requirement at the sole option of the holder thereof, or (iii) is convertible into or exchangeable for (whether at the option of the issuer or the holder thereof) (A) debt securities or (B) any Capital Stock referred to in clause (i) or (ii) above, in each case under clause (i), (ii) or (iii) above at any time on or prior to the Final Maturity Date; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so redeemable at the option of the holder thereof, or is so convertible or exchangeable on or prior to such date shall be deemed to be Disqualified Capital Stock. “Dollar Amount” means, subject to Section 1(b), for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount and (b) if such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars as determined by Bank at such time in its sole discretion by reference to the most recent Spot Rate for such Foreign Currency (as determined as of the most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency. “Dollars” or “$” means dollars of the United States of America. “Draw Date” has the meaning specified in Section 2(b)(i). “Due Date” has the meaning specified in Section 2(b)(i). “ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder. “Event of Default” has the meaning specified in Section 10. “Exchange Act” means the Securities Exchange Act of 1934. “Existing Agreement” means that certain Amended and Restated Standby Letter of Credit Agreement, dated as of May 2, 2023, between the Account Party and the Bank, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time prior to the Closing Date. “Existing Letter of Credit” means those letters of credit existing on the ClosingFirst Amendment Effective Date and identified on Schedule II. “FATCA” means (a) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) 4 17103949v6

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of the Code, (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction with the purpose (in either case) of facilitating the implementation of (a) above, or (c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the IRS, the United States government or any governmental or taxation authority in the United States. “Final Expiry Date” means the date when the Final Maturity Date has occurred, all Letters of Credit have expired or terminated and all Obligations owing hereunder and in the other Credit Documents have been paid in full. “Final Maturity Date” means the first anniversary of the Commitment Termination Date. “Financial Strength Rating” means, [*****]. “First Amendment Effective Date” means June 9, 2025. “Fiscal Year” means the fiscal year of the Account Party and its Subsidiaries. “Foreign Currency” means Canadian dollars. “Foreign Currency Equivalent” means, subject to Section 1(b), for any amount, at the time of determination thereof, with respect to any amount expressed in Dollars, the equivalent of such amount thereof in the applicable Foreign Currency as determined by the Bank at such time on the basis of the Spot Rate (determined as of the most recent Revaluation Date) for the purchase of such Foreign Currency with Dollars. “Foreign Currency Sublimit” means the Foreign Currency Equivalent of [*****]. “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. “Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra- national bodies such as the European Union or the European Central Bank). “Hedge Agreement” means any interest or foreign currency rate swap, cap, collar, option, hedge, forward rate or other similar agreement or arrangement designed to protect against fluctuations in interest rates or currency exchange rates, including any swap agreement (as defined in 11 U.S.C. § 101). “Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating 5 17103949v6

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to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include Bank or any affiliate of Bank). “Indebtedness” means, with respect to any Person (without duplication), (i) all indebtedness of such Person for borrowed money or in respect of loans or advances, (ii) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments, (iii) all reimbursement obligations of such Person with respect to surety bonds, letters of credit and bankers’ acceptances (in each case, whether or not drawn or matured and in the stated amount thereof), (iv) all obligations of such Person to pay the deferred purchase price of property or services, (v) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (vi) all obligations of such Person as lessee under leases that are or are required to be, in accordance with GAAP, recorded as capital or finance leases, to the extent such obligations are required to be so recorded, (vii) all obligations and liabilities of such Person incurred in connection with any transaction or series of transactions providing for the financing of assets through one or more securitizations or in connection with, or pursuant to, any synthetic lease or similar off-balance sheet financing, (viii) all Disqualified Capital Stock issued by such Person, with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any (for purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the board of directors or other governing body of the issuer of such Disqualified Capital Stock), (ix) the Hedge Termination Value of such Person under any Hedge Agreements, calculated as of any date as if such agreement or arrangement were terminated as of such date, (x) all Contingent Obligations of such Person in respect of Indebtedness of other Persons and (xi) all indebtedness referred to in clauses (i) through (x) above secured by any Lien on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such Person or is nonrecourse to the credit of such Person. “Instructions” has the meaning set forth in Section 2(a). “Insurance Regulatory Authority” means, with respect to the Account Party, the insurance department or similar Governmental Authority charged with regulating insurance companies or insurance holding companies, in its jurisdiction of domicile and, to the extent that it has regulatory authority over the Account Party, in each other jurisdiction in which the Account Party conducts business or is licensed to conduct business. 6 17103949v6

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“Investment Company Act” means the Investment Company Act of 1940 (15 U.S.C. § 80(a)(1), et seq.). “IRS” means the United States Internal Revenue Service. “Issue” means, with respect to any Letter of Credit, to issue, to amend or to extend the expiry of, or to renew or increase the stated amount of, such Letter of Credit. The terms “Issued”, “Issuing” and “Issuance” have corresponding meanings. “Letters of Credit” means the collective reference to standby letters of credit Issued pursuant to Section 2. “Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any Applications, agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit. [*****]. “Lien” means any mortgage, pledge, hypothecation, assignment, security interest, lien (statutory or otherwise), preference, priority, charge or other encumbrance of any nature, whether voluntary or involuntary, including the interest of any vendor or lessor under any conditional sale agreement, title retention agreement, capital lease or any other lease or arrangement having substantially the same effect as any of the foregoing. “Material Adverse Effect” means a material adverse effect upon (i) the financial condition, operations, business, properties or assets of the Account Party and its Subsidiaries, taken as a whole, (ii) the ability of the Account Party to perform its respective payment or other material obligations under this Agreement or any of the other Credit Documents or (iii) the legality, validity or enforceability of this Agreement or any of the other Credit Documents or the rights and remedies of Bank hereunder and thereunder. “Non-Extension Notice Date” has the meaning given to such term in Section 2(g). “Notice of Non-Extension” has the meaning given to such term in Section 2(g). “Obligations” means all obligations and liabilities (including any interest and fees accruing after the filing of a petition or commencement of a case by or with respect to the Account Party seeking relief under any applicable Bankruptcy Laws, whether or not the claim for such interest or fees is allowed in such proceeding), including without limitation, reimbursement and other payment obligations and liabilities, of the Account Party to Bank arising under, or in connection with, the applicable Credit Document, including, without limitation, Section 5 below, any Application or any Letter of Credit, in each case whether matured or unmatured, absolute or contingent, now existing or hereafter incurred. “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control. [*****]. 7 17103949v6

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“Other Taxes” has the meaning specified in Section 2(c). “Outbound Investment Rules” means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the date of this Agreement, and as codified at 31 C.F.R. § 850.101 et seq. “Outstanding Letters of Credit” means, collectively, the Outstanding Tranche A Letters of Credit, the Outstanding Tranche B Letters of Credit and the Outstanding Tranche C Letters of Credit. “Outstanding Tranche A Letters of Credit” means, as of any date, the sum of (a) the Stated Amount of all outstanding Tranche A Letters of Credit at such time and, without duplication, (b) all reimbursement obligations in respect of Tranche A Letters of Credit at such time. “Outstanding Tranche B Letters of Credit” means, as of any date, the sum of (a) the Stated Amount of all outstanding Tranche B Letters of Credit at such time and, without duplication, (b) all reimbursement obligations in respect of Tranche B Letters of Credit at such time. “Outstanding Tranche C Letters of Credit” means, as of any date, the sum of (a) the Stated Amount of all outstanding Tranche C Letters of Credit at such time and, without duplication, (b) all reimbursement obligations in respect of Tranche C Letters of Credit at such time. “PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). “Payment Date” has the meaning specified in Section 2(b)(i). “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity. “Pledge Agreement” means the Second Amended and Restated Pledge and Security Agreement, dated as of the date hereof, made by the Account Party in favor of Bank, as amended, supplemented or restated from time to time. “Prime Rate” means [*****]. 8 17103949v6

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“Quarterly Statement” means, with respect to the Account Party for any fiscal quarter, the quarterly financial statements of the Account Party. “Responsible Officer” means, as to any Person, the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of such Person or any other officer of such Person designated in writing by the Account Party and reasonably acceptable to Bank; provided that, to the extent requested thereby, Bank shall have received a certificate of such Person certifying as to the incumbency and genuineness of the signature of each such officer. Any document delivered hereunder or under any other Credit Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person. “Revaluation Date” means, subject to Section 1(b), with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in a Foreign Currency, but only as to the stated amount of the Letter of Credit so issued on such date, (ii) in the case of all Existing Letters of Credit denominated in a Foreign Currency the ClosingFirst Amendment Effective Date, but only as to such Existing Letters of Credit, and (iii) each such additional date as the Bank shall determine or require. “Sanctioned Country” means at any time, a country, region or territory or region which is itself (or whose government is) the subject or target of any comprehensive Sanctions. “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including, without limitation, OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non- SDN List), the U.S. Department of State, the United Nations Security Council, the European Union,, any European member state, His Majesty’s Treasury, or other relevant sanctions authority, (b) any Person located, operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by, or acting or purporting to act for or on behalf of, directly or indirectly, any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Person(s) or (d) any Person otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program. “Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury, or other relevant sanctions authority in any jurisdiction (a) in which the Account Party or any of its Subsidiaries is located or conducts business, (b) in which any of the proceeds of any Letter of Credit will be used, or (c) from which repayment of the Obligations will be derived. “Security Documents” means, collectively, (a) the Pledge Agreement and (b) the Control Agreement and (c) each other document, agreement, certificate and/or financing 9 17103949v6

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statement, executed, delivered, made or filed pursuant to the terms of the documents specified in foregoing clauses (a) and (b). “Spot Rate” means, subject to Section 1(b), for any Foreign Currency, the rate provided (either by publication or otherwise provided or made available to Bank) by Thompson Reuters Corp. (or equivalent service chosen by Bank in its reasonable discretion) as the spot rate for the purchase of such Foreign Currency with another currency at the time selected by Bank in accordance with the procedures generally used by Bank for letter of credit facilities. “Standard Letter of Credit Practice” means, for Bank, any U.S. federal or state or foreign law or letter of credit practices applicable in the city in which Bank Issued the applicable Letter of Credit or for its branch or correspondent banks, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be. Such practices shall be (i) of banks that regularly issue letters of credit in the particular city, and (ii) required or permitted under the ISP (as defined below) or UCP (as defined below), as chosen in the applicable Letter of Credit. “ISP” means, International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. “UCP” means, Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. “Stated Amount” means, with respect to any Letter of Credit at any time, the aggregate Dollar Amount available to be drawn thereunder at such time (regardless of whether any conditions for drawing could then be met). “Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Account Party. “Taxes” has the meaning specified in Section 2(c). “Threshold Amount” means [*****]. “Tranche A Commitment” means the obligation of Bank to Issue Tranche A Letters of Credit for the account of the Account Party hereunder in an aggregate principal amount at any time outstanding not to exceed [*****], or such lesser amount as may be applicable from time to time after the First Amendment Effective Date after giving effect to any reductions of the Tranche A Commitment pursuant to Section 2(h) or Section 11(a). 10 17103949v6

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“Tranche A Letter of Credit” means an unsecured Letter of Credit Issued hereunder and identified at the time of Issuance as a Tranche A Letter of Credit by the Account Party. “Tranche B Commitment” means the obligation of Bank to Issue Tranche B Letters of Credit for the account of the Account Party hereunder in an aggregate principal amount at any time outstanding not to exceed [*****], or such greater or lesser amount as may be applicable from time to time after the First Amendment Effective Date after giving effect to any reductions and/or increases of the Tranche B Commitment pursuant to Section 2(h) or Section 11(a). “Tranche B Letter of Credit” means a secured Letter of Credit Issued hereunder and secured by the Collateral that is identified at the time of Issuance as a Tranche B Letter of Credit by the Account Party. “Tranche C Commitment” means the obligation of Bank to Issue Tranche C Letters of Credit for the account of the Account Party hereunder on the First Amendment Effective Date in an aggregate principal amount at any time outstanding not to exceed [*****], which amount shall be reduced from time to time pursuant to Section 2(h)(ii). “Tranche C Commitment Termination Date” means the date on which all of the Outstanding Tranche C Letters of Credit are cancelled, terminated or transferred such that no Tranche C Letters of Credit remain Issued and Outstanding hereunder. “Tranche C Letter of Credit” means a secured Letter of Credit Issued hereunder and secured by the Collateral that is listed as an Outstanding Tranche C Letter of Credit on Schedule II hereto on the First Amendment Effective Date. “Tranche C Termination Notice” has the meaning specified in Section 2(h)(ii). “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York. [*****]. “U.S.” means United States of America. (b) Exchange Rates; Currency Equivalents. (i) The Bank shall determine the Dollar Amount of each Letter of Credit denominated in a Foreign Currency as of each Revaluation Date. Such Dollar Amount shall become effective as of such Revaluation Date and shall be the Dollar Amount of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Account Party hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any Foreign Currency for purposes of the Credit Documents shall be such Dollar Amount as so determined by Bank. (ii) Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Letter of Credit is 11 17103949v6

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denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Foreign Currency, with 0.5 of a unit being rounded upward), as determined by the Bank. (iii) Notwithstanding the foregoing provisions of this Section 1(b) or any other provision of this Agreement, (i) Bank may compute the Dollar Amount of the maximum amount of each applicable Letter of Credit by reference to exchange rates determined using any reasonable method customarily employed by Bank for such purpose, and (ii) the Dollar Amount of all Existing Letters of Credit denominated in a Foreign Currency shall as of the ClosingFirst Amendment Effective Date be as set forth on Schedule II. 2. LETTER OF CREDIT FACILITY. (a) (i) (a) General. At the request of the Account Party, Bank agrees, on and subject to the terms and conditions of this Agreement, to issue standby Letters of Credit as, at the option of the Account Party, Tranche A Letters of Credit or Tranche B Letters of Credit, in each case for the account of the Account Party in U.S. dollars or a Foreign Currency from time to time during the period from the ClosingFirst Amendment Effective Date to but not including the Commitment Termination Date; provided, that (i) no Tranche A Letter of Credit shall be issued if (i) the Stated Amount thereof upon issuance, when added to the Outstanding Tranche A Letters of Credit, would exceed the Tranche A Commitment at such time, (ii) no Tranche B Letter of Credit shall be issued if the Stated Amount thereof upon issuance, when added to the Outstanding Tranche B Letters of Credit, would exceed the Tranche B Commitment at such time, and (iii) no Letter of Credit denominated in a Foreign Currency shall be issued if the Stated Amount thereof upon issuance, when added to the Outstanding Letters of Credit, would exceed the Commitment at such time or (ii) if such Letter of Credit is denominated in a Foreign Currency, the Stated Amount thereof upon issuance, when added to the Outstanding Letters of Credit denominated in a Foreign Currency, would exceed the Foreign Currency Sublimit at such time. Letters of Credit may only be issued on Business Days. The request to issue a Letter of Credit (an “Application”) shall specify whether the requested Letter of Credit shall be a Tranche A Letter of Credit or a Tranche B Letter of Credit and shall otherwise be in such form as Bank shall from time to time require or agree to accept (including any type of electronic form or means of communication acceptable to Bank). Upon the receipt of any Application, Bank shall process such Application in accordance with its customary procedures and shall, subject to Section 4, promptly issue the Letter of Credit requested thereby (but in no event shall Bank be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by Bank and the Account Party. Inquiries, communications and instructions (whether written, facsimile or in other electronic form approved by Bank) regarding a Letter of Credit, an Application and this Agreement are each referred to herein as “Instructions”. Bank’s records of the content of any Instruction will be conclusive, absent manifest 12 17103949v6

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error. For the avoidance of doubt, no Tranche C Letters of Credit will be Issued hereunder after the First Amendment Effective Date. (ii) Conversion of Letters of Credit. After the initial Issuance of any Letter of Credit as a Tranche A Letter of Credit or as a Tranche B Letter of Credit, the Account Party may elect, by delivering written notice to Bank (a “Conversion Notice”), that (A) any such Letter of Credit that is a Tranche A Letter of Credit be converted to a Tranche B Letter of Credit or (B) any such Letter of Credit that is a Tranche B Letter of Credit be converted to a Tranche A Letter of Credit. Such election by the Account Party pursuant to any Conversion Notice shall become effective no earlier than the tenth Business Day after the receipt by Bank of such Conversion Notice (or such earlier date as the Bank may consent to in its sole discretion); provided that, (A) no Tranche A Letter of Credit shall be converted to a Tranche B Letter of Credit if the Stated Amount thereof upon conversion, when added to the Outstanding Tranche B Letters of Credit, would exceed the Tranche B Commitment at such time, (B) no Tranche B Letter of Credit shall be converted to a Tranche A Letter of Credit if the Stated Amount thereof upon conversion, when added to the Outstanding Tranche A Letters of Credit, would exceed the Tranche A Commitment at such time and (C), for any conversion from a Tranche A Letter of Credit to a Tranche B Letter of Credit, (I) immediately after giving effect to such conversion, the Collateral Value of the Collateral shall be equal to or exceed the aggregate amount of the Outstanding Tranche B Letters of Credit and the Outstanding Tranche C Letters of Credit, and (II) the Account Party shall have delivered to Bank a [*****] demonstrating the satisfaction of the conditions contained in the preceding clause (I). (b) General Payment Obligations. For each Letter of Credit, the Account Party shall, as to clause (i) below, reimburse Bank, and as to all other clauses below, pay Bank, in each case in U.S. dollars or a Foreign Currency: (i) with respect to a drawing under any Letter of Credit, the amount of each drawing paid by Bank thereunder (such date of payment hereinafter referred to as the “Draw Date”) no later than the first succeeding Business Day after the Account Party’s receipt of notice of such payment by Bank (the “Due Date”), with interest as provided below on the amount so paid by Bank (to the extent not reimbursed prior to 2:00 p.m. Eastern Time on the Draw Date) for the period from the Draw Date to the date the reimbursement obligation created thereby is satisfied in full (the “Payment Date”). If the Payment Date is on or prior to the Due Date, such interest shall be payable at the Prime Rate as in effect from time to time during the period from the Draw Date to the Payment Date. If the Payment Date is after the Due Date, such interest shall be payable (x) as provided in the preceding sentence during the period from and including the Draw Date to and not including the Due Date, and (y) at the Prime Rate as in effect from time to time plus 2% from and including the Due Date to and not including the Payment Date; (ii) the fees payable by the Account Party at such times and in such amounts as are set forth in Section 2(i). 13 17103949v6

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(iii) except as otherwise provided in clause (i) above and clause (iv) below, interest on each amount payable by the Account Party under the applicable Credit Documents for each day from and including the date such payment is due to and not including the date of payment, on demand, at a rate per annum equal to the Prime Rate as in effect from time to time plus 2%; (iv) within ten (10) days of demand, Bank’s documented out-of-pocket costs and expenses (including the reasonable and documented legal fees, charges and disbursements of outside counsel to Bank incurred in connection with the protection or enforcement of Bank’s rights against the Account Party under this Agreement and the other applicable Credit Documents and any correspondent bank’s documented charges related thereto), with interest from the date of demand by Bank to and not including the date of payment by the Account Party, at a rate per annum equal to the Prime Rate as in effect from time to time plus 2%; (v) if as a result of any Change in Law, Bank determines that the cost to Bank of Issuing or maintaining any Letter of Credit is increased (excluding, for purposes of this clause (b)(v), any such increased costs resulting from (A) income taxes, franchise taxes and similar taxes imposed on Bank by any taxing authority, any U.S. federal withholding taxes imposed under FATCA and Other Taxes (in each case as to which Section 2(c) shall govern) and (B) changes in the basis of taxation of overall net income or overall gross income by the U.S. or by the foreign jurisdiction or state under the laws of which Bank is organized or has its lending office or any political subdivision thereof), then the Account Party will pay to Bank, from time to time, within ten (10) days after demand by Bank, which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, additional amounts sufficient to compensate Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Party by Bank, shall be conclusive and binding for all purposes, absent manifest error; and (vi) if Bank determines that any Change in Law affecting Bank or any lending office of Bank or Bank’s holding company regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on Bank’s capital or on the capital of Bank’s holding company as a consequence of this Agreement or the Letters of Credit issued by Bank to a level below that which Bank or Bank’s holding company could have achieved but for such Change in Law (taking into consideration Bank’s or its holding company’s policies with respect to capital adequacy), then from time to time the Account Party will pay to Bank within ten (10) days after demand by Bank, which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, such additional amount or amounts as will compensate Bank or Bank’s holding company for any such reduction suffered. A certificate as to such amounts submitted to the Account Party by Bank shall be conclusive and binding for all purposes, absent manifest error. Bank shall use reasonable efforts to designate a different lending office if such designation will avoid (or reduce the cost to the Account Party of) any event described in the preceding sentence and such designation will not, in Bank’s 14 17103949v6

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good faith judgment, subject Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to Bank. Notwithstanding the provisions of clause (v) or (vi) above or Section 2(c) below (and without limiting the immediately preceding paragraph), Bank shall not be entitled to compensation from the Account Party for any amount arising prior to the date which is 180 days before the date on which Bank notifies the Account Party of such event or circumstance (except that if such event or circumstance is retroactive, then such 180-day period shall be extended to include the period of retroactive effect thereof). Any payments received by Bank pursuant to the Credit Documents after 1:00 p.m. Eastern shall be deemed to have been made on the next succeeding Business Day for all purposes under the Credit Documents. (c) Immediately Available Funds; No Withholding. All reimbursements and payments by or on behalf of the Account Party shall be made in immediately available funds, free and clear of and without deduction for any present or future Taxes, set-off or other liabilities, to such location as Bank may reasonably designate from time to time. The Account Party shall pay all withholding taxes and Other Taxes imposed by any taxing authority on reimbursement or payment under any Letter of Credit and any Credit Document, and shall indemnify Bank against all liabilities, costs, claims and expenses resulting from Bank having to pay or from any omission to pay or delay in paying any such taxes, except to the extent that such taxes are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Bank. Any such indemnification payment shall be made within ten (10) days from the date Bank makes written demand therefor. “Taxes” means all taxes, fees, duties, levies, imposts, deductions, charges or withholdings of any kind (other than income taxes, franchise taxes and similar taxes imposed on Bank by any taxing authority and any U.S. federal withholding taxes imposed under FATCA). “Other Taxes” means all present or future stamp, documentary, excise, property or similar taxes, charges or levies that arise from any payment made hereunder or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement or any other Credit Document. (d) Automatic Debit and Set-Off. Upon the occurrence and during the continuance of any Event of Default with respect to the Account Party, Bank may (but shall not be required to), without demand for reimbursement or payment or notice to the Account Party, and in addition to any other right of set-off that Bank may have, debit any account or accounts maintained by the Account Party with any office of Bank (now or in the future) and set-off and apply (i) any balance or deposits (general, special, time, demand, provisional, final, matured or absolute) in the account(s) and (ii) any sums due or payable from Bank, to the payment of any and all Obligations owed by the Account Party to Bank, irrespective of whether Bank shall have made any demand under this Agreement and although such Obligations may be contingent or unmatured. Bank agrees promptly to notify the Account Party after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. (e) Obligations Absolute. The Account Party’s reimbursement and payment obligations under this Section 2 are absolute, unconditional and irrevocable and shall be performed 15 17103949v6

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strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including, without limitation: (i) any lack of validity, enforceability or legal effect of any Letter of Credit or any Credit Document or any term or provision therein; (ii) payment against presentation of any draft, demand or claim for payment under any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit (individually, a “Drawing Document” and collectively, the “Drawing Documents”) that does not comply in whole or in part with the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any statement therein proving to be untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such Person purporting to be a successor or transferee of the beneficiary of such Letter of Credit; (iii) Bank or any of its branches or affiliates being the beneficiary of any Letter of Credit; (iv) Bank or any correspondent bank honoring a drawing against a Drawing Document up to the amount available under any Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under such Letter of Credit; (v) the existence of any claim, set-off, defense or other right that Account Party or any other Person may have at any time against any beneficiary or any assignee of proceeds, Bank or any other Person; or (vi) any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section 2(e), constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, the Obligations, whether against Bank, the beneficiary or any other Person; provided, however, that subject to Section 5(b) below, the foregoing shall not release Bank from such liability to the Account Party as may be determined by a court of competent jurisdiction by a final and nonappealable judgment against Bank following reimbursement and/or payment of the Obligations. (f) Computation of Interest and Fees; Maximum Rate. All computations of interest and fees to be made hereunder and under any other Credit Document shall be made on the basis of a year consisting of (i) in the case of interest determined with reference to the Prime Rate, 365/366 days, as the case may be, or (ii) in all other instances, 360 days; and in each case under (i) and (ii), for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or fee is payable. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement or charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any applicable law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that Bank has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and Bank 16 17103949v6

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shall at its option (i) promptly refund to the Account Party any interest received by Bank in excess of the maximum lawful rate or (ii) apply such excess to any outstanding Obligations. It is the intent hereof that the Account Party not pay or contract to pay, and that Bank not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Account Party under applicable law. (g) Expiry Date of Letters of Credit. Each Letter of Credit shall expire at or prior to the earlier of (a) the close of business on the date one year after the date of the Issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), or (b) the Final Maturity Date; provided, however, if the Account Party so requests in any applicable Application, Bank agrees to issue a Letter of Credit that provides for the automatic renewal for successive periods of one year or less until Bank shall have delivered prior written notice of nonrenewal to the beneficiary of such Letter of Credit (a “Notice of Non-Extension”) no later than 60 days prior to the stated maturity date specified in such Letter of Credit (such time, the “Non-Extension Notice Date”). The Account Party acknowledges that Bank shall not be required to extend any Letter of Credit if Bank has determined that it would have no obligation at such time to issue such Letter of Credit (as extended) under the terms hereof. (h) Reduction and Increase of Commitments. (i) (h) Permanent Reduction of CommitmentVoluntary Reductions of Commitments. The Account Party shall have the right at any time and from time to time, upon at [*****] (or [*****], if such reduction is to be accompanied by a corresponding increase pursuant to Section 2(h)(iii)) prior irrevocable written notice to Bank, to permanently reduce, without premium or penalty, to (iA) permanently reduce the entire Tranche A Commitment at any time or, (iiB) reduce portions of the Tranche A Commitment, from time to time, in an aggregate principal amount not less than [*****] or any whole multiple of [*****] in excess thereof. All Commitment Fees accrued until the effective date of any termination of the Commitment shall be paid on the effective date of such termination. (which reductions shall be permanent unless accompanied by a corresponding increase in the Tranche B Commitment pursuant to Section 2(h)(iii)(B)), (C) permanently reduce the entire Tranche B Commitment at any time, (D) permanently reduce portions of the Tranche B Commitment, from time to time, in an aggregate principal amount not less than [*****] or any whole multiple of [*****] in excess thereof or (E) permanently reduce the entire Tranche C Commitment at any time; provided that, (I) in the case of a reduction of the entire amount of the Tranche B Commitment at any time pursuant to the preceding clause (C), the entire outstanding Tranche A Commitment at such time shall be permanently reduced to $0. (ii) Mandatory Reduction of Tranche C Commitment. Upon the cancellation, termination or transfer of all the Outstanding Tranche C Letters of Credit, on the Tranche C Commitment Termination Date the Tranche C Commitment shall, automatically and without any further action on the part of the Account Party or Bank, be permanently reduced to $0. The Account Party shall deliver a written notice to Bank (the “Tranche C Termination Notice”) notifying Bank that there are no longer any Tranche C Letters of Credits issued and outstanding under this Agreement. 17 17103949v6

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(iii) Permitted Increases to the Tranche B Commitment. The Account Party shall have the right at any time and from time to time, upon at least [*****] prior irrevocable written notice to Bank, subject to the final sentence of this Section 2(h)(iii), to increase the Tranche B Commitment in an aggregate principal amount not less than [*****] or any whole multiple of [*****] in excess thereof, which increase shall be accompanied by a reduction of the Tranche A Commitment by an amount equal to the amount of such increase to the Tranche B Commitment; provided, that no such increase to the Tranche B Commitment and related reduction to the Tranche A Commitment shall be permitted if (x) the Stated Amount of Outstanding Tranche A Letters of Credit would exceed the Tranche A Commitment after giving effect to such reduction of the Tranche A Commitment and (y) such increase to the Tranche B Commitment would result in the Tranche B Commitment exceeding [*****]. (i) Fees. The Account Party agrees to pay the following amounts: [*****]. 3. ACCOUNT PARTY’S RESPONSIBILITY. The Account Party is responsible for approving 18 17103949v6

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the final text of any Letter of Credit Issued by Bank for its account, irrespective of any assistance Bank may provide such as drafting or recommending text or by Bank’s use or refusal to use text submitted by the Account Party. The Account Party is solely responsible for the suitability of the Letter of Credit for the Account Party’s purposes. The Account Party will examine the copy of each Letter of Credit Issued for its account and any other documents sent by Bank in connection with such Letter of Credit and shall promptly notify Bank of any non-compliance with the Account Party’s Instructions and of any discrepancy in any document under any presentment or other irregularity. The Account Party understands that the final form of any Letter of Credit may be subject to such revisions and changes as are deemed necessary or appropriate by Bank in accordance with standard industry practice and the Account Party hereby consents to such revisions and changes. 4. CONDITIONS OF CLOSING AND ISSUANCE. (a) Conditions Precedent to Closing. The obligation of Bank to close this Agreement and to Issue any Letters of Credit on the Closing Date is subject to the satisfaction of each of the following conditions: (i) Executed Credit Documents. This Agreement, together with any other applicable Credit Documents, shall have been duly authorized, executed and delivered to Bank by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder. (ii) Closing Certificates; Etc. Bank shall have received each of the following in form and substance reasonably satisfactory to Bank: (A) Officer’s Certificate. A certificate from a Responsible Officer of the Account Party to the effect that (A) all representations and warranties of the Account Party contained in this Agreement and the other Credit Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects); and (B) as of the Closing Date, no Default or Event of Default has occurred and is continuing. (B) Certificate of Secretary of the Account Party. A certificate of a Responsible Officer of the Account Party certifying as to the incumbency and genuineness of the signature of each officer of the Account Party executing Credit Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the memorandum of association (or equivalent), as applicable, of the Account Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bye-laws or other governing document of the Account Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of the Account Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Credit 19 17103949v6

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Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 4(a)(ii)(C). (C) Certificates of Good Standing. Certificates as of a recent date of the good standing of the Account Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by Bank, each other jurisdiction where the Account Party is qualified to do business. (D) Opinions of Counsel. Opinions of counsel to the Account Party addressed to Bank with respect to the Account Party, the Credit Documents and such other matters as Bank shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of Bank). (E) [*****]. (iii) Lien Search. Bank shall have received the results of a Lien search, in form and substance reasonably satisfactory to Bank, indicating among other things that the Collateral is free and clear of any Lien. (iv) Consents; Defaults. (A) Governmental and Third Party Approvals. The Account Party shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of Bank) in connection with the transactions contemplated by this Agreement and the other Credit Documents and all applicable waiting periods shall have expired without any action being taken by any Person that would reasonably be expected to restrain, prevent or impose any material adverse conditions on the Account Party or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of Bank would reasonably be expected to have such effect. (B) No Injunction, Etc. No action, proceeding or investigation shall have been instituted, threatened in writing or proposed in writing before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Credit Documents or the consummation of the transactions contemplated hereby or thereby, or which, in Bank’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Credit Documents or the consummation of the transactions contemplated hereby or thereby. (v) Payments at Closing. The Account Party shall have paid to Bank (A) [*****] and (B) all other fees and reasonable and documented expenses of 20 17103949v6

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Bank required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby. (vi) Miscellaneous. (A) PATRIOT Act, etc. The Account Party shall have provided to Bank the documentation and other information requested by Bank in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations. (B) Beneficial Ownership Certification. The Account Party shall have delivered to Bank a Beneficial Ownership Certification in relation to it (or a certification that the Account Party qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case at least five (5) Business Days prior to the Closing Date. (C) Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to Bank. Bank shall have received copies of all other documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this Agreement. (b) Conditions Precedent to Issuance of Letters of Credit. The obligation of Bank to Issue Letters of Credit (including any Letters of Credit Issued on the Closing Date) is subject to the satisfaction of each of the following conditions: (i) Continuation of Representations and Warranties. The representations and warranties contained in this Agreement and the other Credit Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of such issuance with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date). (ii) No Existing Default. No Default or Event of Default shall have occurred and be continuing on the Issuance date with respect to such Letter of Credit or after giving effect to the issuance of such Letter of Credit on such date. 21 17103949v6

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(iii) [*****]. (iv) Miscellaneous. In addition to the foregoing, Bank shall be under no obligation to Issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over Bank shall by its terms enjoin or restrain the Issuance of such Letter of Credit or any law applicable to Bank, Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable or in effect as of the Closing Date and which Bank in good faith deems material to it; (B) Bank shall have delivered a Notice of Non-Extension with respect to such Letter of Credit; (C) the expiry date of such Letter of Credit would occur more than twelve months after the date of issuance or last extension unless Bank has approved such expiry date in writing; (D) the expiry date of such Letter of Credit occurs after the Final Maturity Date, unless Bank has approved such expiry date in writing; (E) such Letter of Credit is not substantially in form and substance reasonably acceptable to Bank; or (F) immediately after giving effect thereto [*****]. 5. INDEMNIFICATION; LIMITATION OF LIABILITY. (a) Indemnification. The Account Party agrees to indemnify and hold harmless Bank (including its branches and affiliates), its correspondent banks and each of their respective directors, officers, employees, attorneys and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, suits, judgments, liabilities, losses, fines, damages, penalties, interest, costs and expenses (including expert witness fees and reasonable out-of-pocket legal fees, charges and disbursements of any counsel (including outside counsel fees and expenses), and all expenses of arbitration or litigation and in preparation thereof), in each case, which are documented and may be 22 17103949v6

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incurred by or awarded against any Indemnified Person (collectively, the “Costs”), and which arise out of or in connection with or by reason of this Agreement, the other Credit Documents, the actual or proposed use of the proceeds of the Letters of Credit or any of the transactions contemplated thereby, including, without limitation, any Costs which arise out of or in connection with, or as a result of: (i) any Letter of Credit or any pre-advice of its Issuance; (ii) any transfer, sale, delivery, surrender or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Letter of Credit; (iii) any actual or prospective action or proceeding arising out of, or in connection with, any Letter of Credit or any Credit Document (whether administrative, judicial or in connection with arbitration, whether based on contract, tort or any other theory, and whether brought by a third party or by the Account Party or any Subsidiary thereof, and regardless of whether any Indemnified Person is a party thereto), including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for the wrongful dishonor of, or honoring a presentation under, any Letter of Credit; (iv) any independent undertakings issued by the beneficiary of any Letter of Credit; (v) any unauthorized Instruction or error in computer or electronic transmission in connection with any Letter of Credit Issued hereunder; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in connection with any Letter of Credit Issued hereunder; (vii) any third party seeking to enforce the rights of the Account Party, beneficiary, nominated person, transferee, assignee of Letter of Credit proceeds or holder of an instrument or document in connection with any Letter of Credit Issued hereunder; (viii) the fraud, forgery or illegal action of parties other than any Indemnified Person in connection with any Letter of Credit Issued hereunder; (ix) Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation in connection with any Letter of Credit Issued hereunder; or (x) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or cause or event beyond the control of such Indemnified Person in connection with any Letter of Credit Issued hereunder; in each case, including that resulting from Bank’s own negligence; provided, however, that such indemnity shall not be available to any Person claiming indemnification under this Section 5(a) to the extent that such Costs (A) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the 23 17103949v6

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gross negligence or willful misconduct of such Person, (B) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from a claim by the Account Party against an Indemnified Person for breach in bad faith of the obligations of such Indemnified Person hereunder or under any other Credit Document, or (C) result from any dispute solely between or among Indemnified Persons. The Account Party hereby agrees to pay Bank within fifteen (15) days after demand from time to time all amounts owing under this Section 5(a). This indemnity provision shall survive termination of this Agreement and all Letters of Credit. (b) Direct Damages; No Punitive Damages. The liability of Bank (including its branches and affiliates), its correspondent banks and each of their respective directors, officers, employees, attorneys and agents (each, including Bank, a “Released Person”) under, in connection with and/or arising out of any Credit Document or any Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by the Account Party that are determined by a court of competent jurisdiction by a final and nonappealable judgment to have been caused directly by Bank’s gross negligence, willful misconduct or breach in bad faith in (i) honoring a presentation under a Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit or (iii) retaining Drawing Documents presented under a Letter of Credit. Bank shall be deemed to have acted with due diligence and reasonable care if Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with any Credit Document. No Released Person shall be liable for any damages arising from any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) in connection with this Agreement or the other Credit Documents, except to the extent that any losses, claims, damages, liabilities or expenses result from the gross negligence or willful misconduct of such Released Person in making any such transmission as determined by a final nonappealable judgment of a court of competent jurisdiction. (c) Notwithstanding anything to the contrary in this Agreement or in any other Credit Document, no Released Person shall be liable in contract, tort or otherwise for any punitive, exemplary, consequential, indirect or special damages or losses regardless of whether or not such party or Released Person shall have been advised of the possibility thereof or the form of action in which such damages or losses may be claimed. The Account Party shall take commercially reasonable action to avoid and mitigate the amount of any damages claimed against Bank or any other Released Person, including by enforcing its rights in appropriate proceedings diligently pursued in the underlying transaction. (d) No Responsibility or Liability. Without limiting any other provision of this Agreement or any other Credit Document, Bank and each other Released Person (if applicable) shall not be responsible to the Account Party for, and/or Bank’s rights and remedies against the Account Party and the Obligations shall not be impaired by: (i) honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary; 24 17103949v6

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(ii) acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not in the form of a draft; (iii) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than Bank’s determination that such Drawing Document appears on its face to substantially comply with the terms and conditions of the Letter of Credit); (iv) acting upon any Instruction that it in good faith believes to have been given by a Person authorized to give such Instructions; (v) any errors in interpretation of technical terms or in translation; (vi) any acts, omissions or fraud by, or the solvency of, any beneficiary, any nominated person or entity or any other Person, other than a Released Person; (vii) any breach of contract between the beneficiary and the Account Party or any of the parties to the underlying transaction; (viii) payment to any paying or negotiating bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it; (ix) acting as required or permitted, or failing to act as permitted, in each case under Standard Letter of Credit Practice applicable to where it has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be; (x) honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by Bank if subsequently Bank or any court or other finder of fact determines such presentation should have been honored; (xi) dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or (xii) honor of a presentation that is subsequently determined by Bank to have been made in violation of international, federal, state or local restrictions on the transaction of business with certain prohibited Persons. 6. REPRESENTATIONS AND WARRANTIES. The Account Party hereby represents and warrants to Bank (all of which representations and warranties will be repeated as of the date of each new Application submitted by the Account Party to Bank and as of the date of Issuance of any Letter of Credit requested in each such Application) as follows: (a) Organization, etc. The Account Party is duly organized or formed, validly existing and (to the extent applicable under the laws of the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization or formation, and is duly qualified or licensed to do business (and in good standing as a foreign corporation or entity, if 25 17103949v6

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applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed would have a Material Adverse Effect. (b) Power and Authority. The Account Party has the requisite power and authority to execute and deliver this Agreement and each other Credit Document to which it is a party and to perform and observe the terms and conditions stated herein and therein, and the Account Party has taken all necessary corporate or other action to authorize its execution, delivery and performance of each such Credit Document. (c) Valid and Binding Obligation. This Agreement constitutes, and each other Credit Document when signed and delivered by the Account Party to Bank will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights against the Account Party generally, by general equitable principles or by principles of good faith and fair dealing, and assuming that this Agreement and each such other Credit Document have been validly executed and delivered by each party thereto other than the Account Party. (d) No Violation or Breach. The Account Party’s execution, delivery and performance of each Credit Document to which it is a party and the payment of all sums payable by it under each such Credit Document do not and will not: (i) violate or contravene its memorandum of association, bye-laws or other organizational documents; (ii) violate or contravene any order, writ, law, treaty, rule, regulation or determination of any Governmental Authority, in each case applicable to or binding upon it or any of its property, the violation or contravention of which would have a Material Adverse Effect; or (iii) result in the breach of any provision of, or in the imposition of any lien or encumbrance (except for liens or encumbrances created under the Credit Documents) under, or constitute a default or event of default under, any agreement or arrangement to which it is a party or by which it or any of its property is bound, the contravention of which agreement or arrangement would have a Material Adverse Effect. (e) Approvals. No authorization, approval or consent of, or notice to or filing with, any Governmental Authority is required to be made by the Account Party in connection with the execution and delivery by the Account Party of any Credit Document to which it is a party or the Issuance by Bank of any Letter of Credit for the account of the Account Party pursuant to this Agreement and the related Application, except for those which have been duly obtained, taken, given or made and are in full force and effect; and except where failure to obtain the foregoing could not reasonably be expected to have a Material Adverse Effect. (f) Compliance with Laws. The Account Party is in compliance with all applicable laws and regulations, except where the noncompliance with which would not have a Material Adverse Effect, and no Application, Letter of Credit or transaction of the Account Party under any Credit Document to which it is a party will contravene any laws, treaties, rules or regulations of any Governmental Authority, including, without limitation, any foreign exchange control laws or regulations, U.S. foreign assets control laws or regulations or currency reporting laws and regulations, now or hereafter applicable to it, except where the noncompliance with which would not have a Material Adverse Effect. 26 17103949v6

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(g) No Default Under Other Agreements. The Account Party is not in default under any agreement, obligation or duty to which it is a party or by which it or any of its property is bound, which would have a Material Adverse Effect. (h) No Arbitration Proceeding or Litigation. There is no pending or, to the knowledge of the Account Party, threatened arbitration proceeding, litigation or action against it which (i) is reasonably likely to have a Material Adverse Effect or (ii) may affect the legality, validity or enforceability of this Agreement or the other Credit Documents. (i) Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) None of (i) the Account Party or any of its Subsidiaries, or, to the knowledge of the Account Party and its Subsidiaries, any of their respective directors, officers or employees, or (ii) to the reasonable knowledge of the Account Party any agent or representative of the Account Party or any of its Subsidiaries that will act in any capacity in connection with this Agreement, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country, (C) is under the administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (D) directly or indirectly derives revenues from investment in, or transactions with, Sanctioned Persons in violation of Sanctions. (ii) The Account Party and its Subsidiaries have implemented and maintain in effect policies and procedures designed to ensure compliance by the Account Party and its Subsidiaries and their respective directors, officers and employees with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. (iii) The Account Party and its Subsidiaries, and, to the knowledge of the Account Party and its Subsidiaries, each director, officer, employee, agent and Affiliate of the Account Party and each such Subsidiary, is in compliance with all applicable Anti- Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions. (iv) No proceeds of any Letter of Credit have been used, directly or indirectly, by the Account Party or any of its Subsidiaries or, to the knowledge of the Account Party and its Subsidiaries, any of its or their respective directors, officers, employees and agents in violation of Section 7(i). (j) Filed All Tax Returns and Paid All Taxes. The Account Party has filed all required tax returns, and all Taxes, assessments and other governmental charges due from it have been fully paid, except for Taxes which are being contested in good faith or those which the failure to file or pay would not have a Material Adverse Effect. The Account Party has established on its books reserves adequate for the payment of all federal, state and other income tax liabilities, including those being contested in good faith. (k) Financial Statements. The financial statements most recently furnished to Bank by the Account Party, if any, fairly present in all material respects the financial condition of the 27 17103949v6

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Account Party as at the date of such financial statements and for the periods then ended in accordance with GAAP (except as disclosed therein and, in the case of interim financial statements for any fiscal quarter, subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated), and there has been no material adverse change in the Account Party’s business or financial condition or results of operations since the date of the Account Party’s most recent annual financial statements. (l) Collateral. On the date of Issuance of any Tranche B Letter of Credit for the account of the Account Party, both immediately before and after giving effect to such Issuance, the amount of Outstanding Tranche B Letters of Credit and Outstanding Tranche C Letters of Credit does not exceed the Collateral Value of the Collateral. (m) Margin Stock. Neither the Account Party nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any Letters of Credit will be used for purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors. (n) No Material Adverse Effect. There has been no Material Adverse Effect since December 31, 2023, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect. (o) Investment Company. The Account Party is not an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act). (p) Beneficial Ownership Certification. As of the ClosingFirst Amendment Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct. (q) Outbound Investment Rules. Neither the Account Party nor any Subsidiary thereof is a “covered foreign person” as that term is used in the Outbound Investment Rules. Neither the Account Party nor any Subsidiary thereof currently engages, or has any present intention to engage in the future, directly or indirectly, in any other activity that would cause a violation of the Outbound Investment Rules. 7. AFFIRMATIVE COVENANTS. Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired and the Commitment terminated, the Account Party shall: (a) GAAP Financial Statements. Deliver to Bank, in form and detail satisfactory to Bank: [*****]. 28 17103949v6

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(b) Certificates; Other Reports. Deliver to Bank: (i) [*****]; (ii) promptly upon receipt thereof, copies of all reports, if any, submitted to the Account Party, or any of its respective boards of directors by its respective independent public accountants in connection with their auditing function, including, without limitation, any management report and any management responses thereto; (iii) promptly upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable Anti-Money Laundering Laws (including, without limitation, any applicable “know your customer” rules and regulations and the PATRIOT Act), as from time to time reasonably requested by Bank; and (iv) such other information regarding the operations, business affairs and financial condition of the Account Party or any Subsidiary thereof as Bank may reasonably request. (c) Notice of Litigation and Other Matters. Promptly (but in no event later than ten (10) days after any Responsible Officer of the Account Party becoming aware thereof) notify Bank in writing of: (i) the occurrence of any Default or Event of Default; (ii) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Account Party or any of its respective properties, assets or businesses in each case that if adversely determined would reasonably be expected to result in a Material Adverse Effect; (iii) any attachment, judgment, lien, levy or order exceeding the Threshold Amount that has been assessed against the Account Party or any Subsidiary thereof; and 29 17103949v6

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(iv) any announcement by A.M. Best of [*****]. Each notice pursuant to Section 7(c) shall be accompanied by a statement of a Responsible Officer of the Account Party setting forth details of the occurrence referred to therein and stating what action the Account Party has taken and proposes to take with respect thereto and shall describe with particularity any and all provisions of this Agreement and any other Credit Document that have been breached. (d) Collateral. Comply with the following: (i) Pursuant to the Security Documents and as collateral security for the payment and performance of its Obligations, the Account Party shall grant and convey to Bank a security interest in the Collateral charged and pledged by it, prior and superior to all other liens, except for liens in favor of the Custodian securing payment of amounts advanced to settle authorized transactions or pay income or distributions in respect of Collateral. The Account Party shall cause the Collateral charged and pledged by it to be made subject to the Security Documents (in form and substance reasonably acceptable to Bank) necessary for the perfection of the security interest in the Collateral and for the exercise by Bank of its rights and remedies with respect thereto. The Account Party shall promptly after the date hereof file a charge against the Collateral with the Bermuda Registrar of Companies and deliver evidence of such filing to Bank no later than thirty (30) days after the date hereof. (ii) The Account Party shall at all times cause the Collateral Value of the Collateral pledged by the Account Party to equal or exceed the aggregate amount of Outstanding Tranche B Letters of Credit and Outstanding Tranche C Letters of Credit at such time. If on any date the aggregate amount of the Outstanding Tranche B Letters of Credit and the Outstanding Tranche C Letters of Credit shall exceed the Collateral Value of the Collateral pledged by the Account Party, the Account Party agrees to pay or delivertake one of the following actions within five (5) Business Days of such date: (x) deliver a Conversion Notice with respect to one or more Outstanding Tranche B Letters of Credit such that, after giving effect to the conversion of such Tranche B Letters of Credit to Tranche A Letters of Credit, (I) the Outstanding Tranche A Letters of Credit shall not exceed the Tranche A Commitment and (II) the aggregate amount of the Outstanding Tranche B Letters of Credit and Outstanding Tranche C Letters of Credit shall not exceed the Collateral Value of the Collateral at such time, or (y) pay or deliver to the Custodian Collateral having an aggregate Collateral Value of not less than the amount of such excess, with any such Collateral to be held in the Account Party’s Custodial Account as security for all Obligations hereunder, in each case of the preceding clauses (x) and (y), accompanied by a delivery to Bank of a [*****]setting forth the calculation of Collateral after giving effect to such conversion, payment or delivery. (iii) The Account Party shall deliver to Bank a [*****], setting forth the Outstanding Letters of Credit, the fair market value of the Collateral by category and in the aggregate, the calculation of each Collateral Value and such other information as Bank may reasonably request (A) not later than 11:00 a.m. on the Business Day immediately preceding the date on which any Letter of 30 17103949v6

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Credit is to be Issued, (B) within ten (10) Business Days after the end of each calendar month, (C) at such times specified in the preceding SectionSections 2(a)(ii) and 7(d)(ii), (D) at and as of such other times as Bank may reasonably request and (E) at such other times as the Account Party may desire. (iv) The Account Party shall cause the Custodian to provide to Bank, in a manner and at times consistent with the terms of the Control Agreement, information with respect to each of its Custodial Accounts, in a format to be agreed by Bank (acting reasonably), which information shall provide, without limitation, a detailed list of the assets in each such Custodial Account (including the amount of cash and a detailed description of the Collateral (including a breakdown listing the name of each issuer, and the fair market value of the assets held of such issuer)), the fair market value of those assets and the pricing source of such valuation. (e) Payment of Taxes and Other Obligations. Except where the failure to pay or perform such items described in this Section would not reasonably be expected to have a Material Adverse Effect or impact the Collateral, the Account Party will pay and perform all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property; provided, that the Account Party may contest any item described in this Section in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP. (f) Compliance with Laws and Approvals. Observe and remain in compliance in all material respects with all applicable laws and maintain in full force and effect all Governmental Approvalsgovernmental approvals, in each case applicable to the conduct of its business except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. (g) Maintenance of Books and Records; Inspection. (i) maintain adequate books, accounts and records, in which full, true and correct entries in all material respects shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP and in compliance with the requirements of any Governmental Authority having jurisdiction over it, and (ii) permit employees or agents of Bank, and after the occurrence and during the continuance of an Event of Default, Bank, to visit and inspect its properties and examine or audit its books, records, working papers and accounts and make copies and memoranda of them, and at its own cost and expense (other than after the occurrence of an Event of Default), and to discuss its affairs, finances and accounts with its officers and employees and, upon notice to the Account Party, the independent public accountants of the Account Party (and by this provision the Account Party authorizes such accountants to discuss the finances and affairs of the Account Party), all at such times that will not materially interrupt or interfere with the operation of the Account Party’s business and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided that, except during the continuance of an Event of Default, Bank shall not exercise such rights described in clause (ii) of this Section more than once per calendar year. (h) Use of Proceeds. Comply with the following: 31 17103949v6

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(i) The Account Party shall use the Letters of Credit to support insurance obligations, obligations under reinsurance agreements and retrocession agreements and similar risk obligations and for general corporate purposes. (ii) The Account Party shall not request or use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, any Issued Letter of Credit, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. (i) Compliance with Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (i) Maintain in effect and enforce policies and procedures designed to ensure compliance by the Account Party, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (ii) notify Bank of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Account Party ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (iii) promptly upon the reasonable request of Bank, provide Bank any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation. (j) Further Assurances. At the Account Party’s cost and expense, the Account Party will execute and deliver to Bank such additional certificates, instruments and/or documents and take such additional action as may be reasonably requested by Bank to enable Bank to Issue any Letter of Credit pursuant to this Agreement and the related Application, to perfect and maintain the validity and priority of the liens granted pursuant to the Security Documents, to protect, exercise and/or enforce Bank’s rights and interests under any Credit Document and/or to give effect to the terms and provisions of any Credit Document. (k) Outbound Investment Rules. Not (a) be or become a “covered foreign person”, as that term is defined in the Outbound Investment Rules, or (b) engage, directly or indirectly, in any other activity that would be in violation of the Outbound Investment Rules. 8. FINANCIAL COVENANTS. Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired and the Commitment terminated, the Account Party covenants and agrees to the following: [*****]. 32 17103949v6

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9. NEGATIVE COVENANTS. (a) [Reserved]. 10. EVENTS OF DEFAULT. Each of the following shall be an “Event of Default” under this Agreement: (a) Failure to Reimburse Draws. The failure by the Account Party to reimburse or pay any drawing under any Letter of Credit or accrued interest thereon on the Due Date therefor. (b) Failure to Pay Certain Other Amounts. The failure by the Account Party to pay any fee or other amount when due under or in connection with any Credit Document or any Letter of Credit within [*****] Business Days after the same shall become due and payable. (c) Breach of Representation and Warranty. Any representation, warranty, certification or statement made or furnished by the Account Party under or in connection with any Credit Document or as an inducement to Bank to Issue a Letter of Credit shall be false, incorrect or misleading in any material respect when made. (d) Failure to Maintain Collateral Value. The Account Party shall fail to maintain at any time Collateral in which Bank shall have a perfected first priority security interest and having a Collateral Value of not less than the aggregate amount of the Outstanding Tranche B Letters of Credit and Outstanding Tranche C Letters of Credit, and, in each case, such failure shall continue or remain unremedied for more than the five (5) Business Day period provided for in Section 7(d)(ii). (e) Failure to Perform or Observe Covenants. (i) The Account Party’s failure to perform or observe any term, covenant or agreement contained in Sections 7(c)(i), 7(h) or 8; or (ii) The Account Party’s failure to perform or observe any term, covenant or agreement contained in any Credit Document (other than those referred to in subsections (a), (b), (c), (d) and (e)(i) of this Section 10), and with respect to any such failure or breach that by its nature can be cured, such failure or breach shall continue or remain unremedied for thirty (30) calendar days after the earlier of (1) Bank’s delivery of written notice thereof to the Account Party and (2) the Account Party having actual knowledge that such failure or breach has occurred. (f) Insolvency Proceedings, Etc. The Account Party institutes or consents to the institution of any proceeding under any Bankruptcy Law; or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of the Account Party, as the case may be, and the appointment continues undischarged, 33 17103949v6

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undismissed or unstayed for sixty (60) calendar days; or any proceeding under any Bankruptcy Law relating to the Account Party or to all or any material part of its property is instituted without the consent of the Account Party, as the case may be, and continues undischarged, undismissed or unstayed for sixty (60) calendar days; or an order for relief is entered in any such proceeding; or the Account Party becomes unable or admits in writing its inability or fails generally to pay its debts as they become due. (g) Sale of Assets; Merger; Dissolution. There shall occur in one or a series of transactions: (i) the sale, assignment or transfer of all or substantially all of the assets of the Account Party; (ii) a merger, amalgamation or consolidation of the Account Party without the prior written consent of Bank, except that (A) the Account Party may merge, amalgamate or consolidate with a Subsidiary of the Account Party so long as the Account Party is the surviving entity in any such transaction and (B) the Account Party may merge, amalgamate or consolidate with any Person so long as the Account Party is the surviving entity; or (iii) the dissolution of the Account Party. (h) Credit Documents. Any provision of any Credit Document to which the Account Party is a party shall for any reason cease to be valid and binding or enforceable; or the Account Party shall deny or disaffirm in writing the enforceability of any provision of any Credit Document to which it is a party. (i) Security Documents. Any Security Document to which the Account Party is a party shall for any reason (other than pursuant to the terms thereof) cease to create in favor of Bank a valid and perfected first priority security interest in the Collateral of the Account Party purported to be covered thereby; or Bank shall cease for any reason to hold a perfected first priority security interest in the Collateral of the Account Party; or the Account Party or any Person acting on its behalf shall deny or disaffirm in writing the enforceability of any Security Document. (j) Indebtedness Cross-Default. The Account Party shall (i) default in the payment of any Indebtedness (other than the Obligations) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Obligations) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause with the giving of notice and/or lapse of time, if required, any such Indebtedness to (A) become due, or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity (any applicable grace period having expired) or (B) be cash collateralized (it being understood that a pledge of cash collateral by the Account Party to secure a Hedge Agreement as initial or variation margin does not trigger a violation of this clause (B)). (k) Judgment. One or more judgments, orders or decrees (excluding those entered against the Account Party in any arbitration or litigation related to (re)insurance coverage disputes arising in the ordinary course of business involving any reinsurance agreement 34 17103949v6

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(treaty or facultative), or direct insurance policy) shall be entered or filed against the Account Party by any court and continues without having been dismissed, discharged, vacated or stayed within sixty (60) days after the entry thereof or is not otherwise being appropriately contested in good faith and such judgments, orders or decrees are either (i) for the payment of money, individually or in the aggregate (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage), equal to or in excess of the Threshold Amount or (ii) for injunctive relief and could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (l) Employee Benefit Matters. Any Lien shall be imposed on the assets of the Account Party or its Subsidiaries under ERISA or any foreign laws similar to ERISA governing foreign pension plans. 11. REMEDIES. Upon the occurrence and during the continuance of any Event of Default: (a) Bank may terminate the Commitment and declare all amounts owed to Bank under this Agreement or any of the other Credit Documents and all other Obligations, to be forthwith due and payable, whereupon the same shall promptly become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Account Party, anything in this Agreement or the other Credit Documents to the contrary notwithstanding; provided, that upon the occurrence of an Event of Default specified in Section 10(f), the Commitment shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Account Party, anything in this Agreement or in any other Credit Document to the contrary notwithstanding. (b) Solely with respect to the occurrence of an Event of Default under Sections 10(a), (b), (d), or (f), Bank may (i) demand that the Account Party deposit in the Custodial Account an amount of cash equal to [*****] of the aggregate Outstanding Letters of Credit to be held and applied to the Obligations and/or (ii) terminate any or all of the Letters of Credit or give Notices of Non-Extension in respect thereof, in each case if permitted in accordance with their terms; provided that upon the occurrence of an Event of Default specified in Section 10(f), the requirement to deliver cash collateralize pursuant to the foregoing clause (i) in respect of all Outstanding Letters of Credit shall automatically become due without demand or other notice of any kind, all of which are expressly waived by the Account Party, anything in this Agreement or in any other Credit Document to the contrary notwithstanding. Such cash collateral shall be applied by Bank to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been paid in full, the balance, if any, in such Custodial Account shall be returned to the Account Party. (c) Bank may exercise from time to time any of the rights, powers and remedies available to Bank under any Credit Document to which the Account Party is a party, under any other documents now or in the future evidencing or securing the Obligations or under applicable law, and all such remedies shall be cumulative and not exclusive. 35 17103949v6

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12. SUBROGATION. Without limiting any rights or remedies of Bank under applicable law, if an Event of Default is continuing regarding the Account Party’s obligation to reimburse or pay any drawing under any Letter of Credit as required under this Agreement, Bank, at its option, shall be subrogated to the Account Party’s rights against any Person who may be liable to the Account Party on any obligation underlying any Letter of Credit. 13. TERM OF AGREEMENT. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than contingent indemnification obligations not then due) arising hereunder or under any other Credit Document shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired and the Commitment has been terminated. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination. 14. USA PATRIOT ACT; ANTI-MONEY LAUNDERING LAWS. Bank hereby notifies the Account Party that pursuant to the requirements of the PATRIOT Act or any other Anti-Money Laundering Laws, it is required to obtain, verify and record information that identifies the Account Party, which information includes the name and address of the Account Party and other information that will allow Bank to identify the Account Party in accordance with the PATRIOT Act or such Anti-Money Laundering Laws. 15. GOVERNING LAW; UCP; ISP; STANDARD LETTER OF CREDIT PRACTICE. Each Credit Document and each Letter of Credit shall be governed by and construed in accordance with (a) in the case of each Credit Document (other than the Letters of Credit), the substantive laws of New York and (b) in the case of each Letter of Credit, the governing law specified in the applicable Letter of Credit as determined by Bank and the Account Party (which may include the laws of a particular jurisdiction and the ISP or UCP, if applicable), which is, as applicable, incorporated herein by reference into this Agreement and which shall control (to the extent not prohibited by the laws of New York) in the event of any inconsistent provisions of such law. Unless the Account Party specifies otherwise in its Application for a Letter of Credit, the Account Party agrees that Bank may issue a Letter of Credit subject to the ISP or UCP. Bank’s privileges, rights and remedies under the ISP and UCP, as applicable, shall be in addition to, and not in limitation of, its privileges, rights, and remedies expressly provided for herein. The ISP or UCP, as applicable, shall serve, in the absence of proof to the contrary, as evidence of Standard Letter of Credit Practice with respect to matters covered therein. To the extent permitted by applicable law, as between the Account Party and Bank, (i) this Agreement shall prevail in case of conflict between this Agreement, the UCC and/or Standard Letter of Credit Practice, (ii) the ISP shall prevail in case of conflict between the ISP and the UCC or other Standard Letter of Credit Practice if the Letter of Credit is governed by the ISP, and (iii) the UCP shall prevail in case of a conflict between the UCP and the UCC or other Standard Letter of Credit Practice if the Letter of Credit is governed by the UCP. 16. CONSENT TO JURISDICTION AND VENUE. THE ACCOUNT PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT WITHIN NEW YORK COUNTY, NEW YORK OR ANY FEDERAL COURT LOCATED WITHIN THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK OR ANY APPELLATE COURT THEREOF FOR ANY PROCEEDING INSTITUTED HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, OR ANY PROCEEDING TO WHICH BANK OR THE ACCOUNT PARTY IS A PARTY, INCLUDING ANY ACTIONS BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF BANK OR PROCEEDING TO 36 17103949v6

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WHICH BANK OR THE ACCOUNT PARTY IS A PARTY. BANK AND THE ACCOUNT PARTY IRREVOCABLY AGREE TO BE BOUND (SUBJECT TO ANY AVAILABLE RIGHT OF APPEAL) BY ANY JUDGMENT RENDERED OR RELIEF GRANTED THEREBY AND FURTHER WAIVES ANY OBJECTION THAT IT MAY HAVE BASED ON LACK OF JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY SUCH PROCEEDING. BANK AND THE ACCOUNT PARTY IRREVOCABLY AGREE THAT SERVICE OF PROCESS MAY BE DULY EFFECTED UPON IT BY MAILING A COPY THEREOF, BY CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH IN SECTION 19 BELOW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR THE RIGHT OF BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE ACCOUNT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. 17. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ACCOUNT PARTY AND BANK KNOWINGLY AND VOLUNTARILY WAIVE ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON, ARISING OUT OF, OR RELATING TO ANY CREDIT DOCUMENT OR LETTER OF CREDIT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN) OR ACTIONS OF THE ACCOUNT PARTY OR BANK WITH RESPECT THERETO. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BANK TO ISSUE LETTERS OF CREDIT. 18. BANKRUPTCY AND FORFEITURE REINSTATEMENT. If any consideration transferred to Bank in payment of, or as collateral for, or in satisfaction of the Obligations, shall be voided in whole or in part as a result of (a) a subsequent bankruptcy or insolvency proceeding; (b) any forfeiture or seizure action or remedy; (c) any fraudulent transfer or preference action or remedy; or (d) any other civil, criminal or equitable proceeding or remedy, then Bank’s claim to recover the voided consideration shall be a new and independent claim arising under the applicable Credit Document and shall be due and payable immediately by the Account Party that is obligated therefor under the terms of the Credit Documents. 19. NOTICES. Unless otherwise expressly provided herein, all notices, Instructions, approvals, requests, demands, consents and other communications provided for hereunder (collectively, “notices”) shall be in writing (including by facsimile or other electronic transmission approved by Bank). All notices shall be sent by regular U.S. mail or certified mail prepaid, by facsimile or other electronic transmission approved by Bank, by hand delivery, by Federal Express (or other comparable domestic or international delivery service) prepaid to the applicable address, facsimile number or electronic mail address set forth on the signature page hereof in the case of the Account Party. All notices to Bank shall be directed to (i) the office of Bank issuing the Letter of Credit and (ii) if Bank approves of receiving notices by email, to the email address of Bank provided from time to time by Bank to the Account Party, in each case with a copy to: Wells Fargo Corporate Banking, [*****], Attn: [*****], [*****] Bank may, but shall not be obligated to, require authentication of any electronic transmission. Notices sent by hand, Federal Express (or other comparable domestic or international delivery service) or certified mail shall be deemed to have been given when received; notices sent by regular U.S. mail shall be deemed to have been received five (5) days after deposit into the U.S. mail; notices sent by facsimile or other electronic transmission shall be deemed to have been given when sent and receipt has been confirmed. The Account Party or Bank may change its address for notices by notifying the other of the new address in any manner permitted by this Section. Unless otherwise agreed by Bank, Bank in its discretion may accept an Application or seek or receive Instruction from, or give or send notice to, the Account Party regarding a Letter of Credit issued 37 17103949v6

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for its account, including, without limitation, any amendment thereto or waiver of any discrepancy thereunder, and the Account Party shall be bound by and hereby affirms the Instructions of the other. The Account Party irrevocably consents that service of process may be made by registered or certified mail directed to it at the address of its agent for service of process, [*****]. 20. WAIVER AND AMENDMENTS. No modification, amendment or waiver of, or consent to any departure by Bank or the Account Party from, any provision of any Credit Document will be effective unless made in a writing signed by the Account Party (in the case of Bank) or Bank (in the case of the Account Party), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No party’s consent to any amendment, waiver or modification shall mean that such party will consent or has consented to any other or subsequent request to amend, modify or waive a term of any Credit Document. No delay by any party in exercising any of its rights or remedies shall operate as a waiver, nor shall any single or partial waiver of any right or remedy preclude any other further exercise of that right or remedy, or the exercise of any other right or remedy. 21. SUCCESSORS AND ASSIGNS. Each Credit Document to which the Account Party is a party will be binding on the Account Party’s successors and permitted assigns, and shall inure to the benefit of the respective successors and permitted assigns of the Account Party and Bank. Except as provided in the last sentence of this Section 21, Bank may assign its rights and obligations under each Credit Document, including its rights to reimbursement regarding any Letter of Credit, in whole or in part, with the Account Party’s consent; provided that the Account Party shall be deemed to have consented to any such assignment unless it objects by written notice to Bank within ten (10) Business Days after having received notice thereof; and, provided further, that the Account Party’s consent to an assignment to any Person shall not be required if (i) the assignment is to an affiliate of Bank or (ii) an Event of Default has occurred and is continuing. Bank may sell to one or more Persons participations in or to all or a portion of its rights and obligations under the Credit Documents without the Account Party’s consent. Any assignment in violation of this Section 21 shall be void. The Account Party shall not assign or transfer any of its interests, rights or remedies related to any Credit Document, in whole or in part, without the prior written consent of Bank. Any Person to whom Bank delegates its obligation to issue a Letter of Credit must be a bank that is on the List of Qualified U.S. Financial Institutions maintained by the Securities Valuation Office of the National Association of Insurance Commissioners. 22. SEVERABILITY. Whenever possible, each provision of each Credit Document shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of any Credit Document shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of such Credit Document. 23. ENTIRE AGREEMENT. This Agreement, together with the other Credit Documents and any other agreement, document or instrument referred to herein, constitute the final, exclusive and entire agreement and understanding of, and supersede all prior or contemporaneous, oral or written, agreements, understandings, representations and negotiations between, the parties relating to the subject matter of the Credit Documents, provided that this Agreement shall not supersede any reimbursement agreement (however titled) that has been entered into specifically with respect to any “direct pay” standby letter of credit or other similar standby letter of credit where the terms of such reimbursement agreement have been drafted to specifically address the particular attributes of, or the particular circumstances of the underlying transaction supported by, such standby letter of credit. 24. AMENDMENT AND RESTATEMENT; NO NOVATION. This Agreement constitutes an amendment and restatement of the Existing Agreement, effective from and after the Closing Date. The 38 17103949v6

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execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Bank under the Existing Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the letter of credit facility described in the Existing Agreement shall be amended, supplemented, modified and restated in its entirety by the letter of credit facility described herein, without any further action by any Person, and all obligations of the Account Party outstanding as of such date under the Existing Agreement shall be deemed to be obligations outstanding under the letter of credit facility described herein. Each Existing Letter of Credit issued for the account of the Account Party and outstanding on the Closing Date will continue and be deemed Issued under this Agreement for the account of the Account Party. [signature pages intentionally omitted] 39 17103949v6

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Annex B [*****]

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Annex C [*****]

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Exhibit 31.1

CERTIFICATIONS

I, James Williamson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Everest Group, Ltd;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 1, 2025

			/S/ JAMES WILLIAMSON
			James Williamson
			President and
			Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Mark Kociancic, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Everest Group, Ltd;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 1, 2025

			/S/ MARK KOCIANCIC
			Mark Kociancic
			Executive Vice President and
			Chief Financial Officer

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 of Everest Group, Ltd., a company organized under the laws of Bermuda (the “Company”), filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. ss. 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 1, 2025

			/S/ JAMES WILLIAMSON
			James Williamson
			President and
			Chief Executive Officer

			/S/ MARK KOCIANCIC
			Mark Kociancic
			Executive Vice President and
			Chief Financial Officer